EXHIBIT A
SHERIDAN HEALTHCARE, INC.
Second Amended and Restated 1995 Stock Option Plan
1. PURPOSE
-------
This Second Amended and Restated 1995 Stock Option Plan (the "Plan"),
which was first adopted as the SAMA Holdings, Inc. 1995 Stock Option Plan
effective as of April 27, 1995 and first amended and restated on July 27, 1995,
is intended as a performance incentive for officers, employees, consultants,
directors and other key persons of Sheridan Healthcare, Inc. (the "Company"),
its Subsidiaries (as hereinafter defined) or their Affiliates (as hereinafter
defined) to enable the persons to whom options are granted (the "Optionees") to
acquire or increase a proprietary interest in the success of the Company. The
Company intends that this purpose will be effected by the granting of "incentive
stock options" ("Incentive Options") as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and nonqualified stock options
("Nonqualified Options"). The term "Subsidiaries" includes any corporations in
which stock possessing fifty percent or more of the total combined voting power
of all classes of stock is owned directly or indirectly by the Company. The term
"Affiliates" includes all corporations or other entities controlling, controlled
by or under common control with the Company or any of its Subsidiaries and
includes any physician, professional corporation or other person to whom or
which the Company or any of its Subsidiaries provides services pursuant to a
management services agreement or similar arrangements.
2. OPTIONS TO BE GRANTED; ADMINISTRATION OF THE PLAN
-------------------------------------------------
(a) Options granted under the Plan may be either Incentive Options or
Nonqualified Options, and shall be designated as such at the time of
grant. To the extent that any option intended to be an Incentive Option
shall fail to qualify as an "incentive stock option" under the Code, such
option shall be deemed to be a Nonqualified Option. Each option granted
hereunder shall be embodied in a written agreement, as described in
Section 4 hereof, that is signed by the Optionee and an authorized officer
of the Company.
(b) The Plan shall be administered either by the Board of Directors of
the Company (the "Board of Directors") or by a committee (the "Option
Committee") of not fewer than two directors of the Company appointed by
the Board of Directors (in either case, the "Administrator"). None of the
members of the Option Committee shall be an officer or other full-time
employee of the Company. It is the intention of the Company that each
member of the Option Committee shall be a "Non-Employee Director" as that
term is defined and interpreted pursuant to Rule 16b-3(b)(3)(i) or any
successor rule thereto promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), and that, on and after the date the Plan
becomes subject to Section 162(m) of the Code, each member of the Option
Committee shall be an "outside director" as that term is defined and
interpreted pursuant to Section 162(m) of the Code and the regulations
promulgated thereunder. Subject to the foregoing requirements of Section
2(b), the Compensation Committee of the Board of Directors may serve as
the Option Committee. Action by the Option Committee shall require the
affirmative vote of a majority of all its members.
(c) Subject to the terms and conditions of the Plan, the Administrator
shall have the power:
(i) To determine from time to time the options to be
granted to eligible persons under the Plan and to prescribe the
terms and provisions (which need not be identical) of options
(including without limitation, the number of shares subject to
each such option, the effects upon such options of any change
in control of the Company and any vesting provisions with
respect to such options) granted under the Plan to such
persons;
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(ii) To construe and interpret the Plan and grants
thereunder and to establish, amend, and revoke rules and
regulations for administration of the Plan (including to
correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, in any option agreement, or in any
related agreements, in the manner and to the extent the
Administrator shall deem necessary or expedient to make the
Plan fully effective);
(iii) To amend from time to time, as the
Administrator may determine is in the best interests of the
Company, the terms of any outstanding options, including
without limitation, to modify the vesting schedule, exercise
price or expiration date thereof in a manner not inconsistent
with the terms of the Plan; and
(iv) Generally, to exercise such powers and to
perform such acts as are deemed necessary or expedient to
promote the best interests of the Company with respect to the
Plan.
All decisions and determinations by the Administrator in the exercise of
these powers shall be final and binding upon the Company and the
Optionees.
(d) Delegation of Authority to Grant Options. The Administrator, in its
---------------------------------------- discretion, may delegate
to the Chief Executive Officer of the Company or any Subsidiary all
or part of the Administrator's authority and duties with respect to
Options, including the granting thereof, to individuals who are not
subject to the reporting and other provisions of Section 16 of the Act
and, on and after the date the Plan becomes subject to Section
162(m) of the Code, who also are not "covered employees" within the
meaning of Section 162(m) of the Code. The Administrator may revoke
or amend the terms of a delegation at any time, but such action shall
not invalidate any prior actions of the Administrator's delegate
or delegates that were consistent with the terms of the Plan.
3. STOCK SUBJECT TO THE OPTIONS
----------------------------
The stock granted under the Plan, or subject to the options granted
under the Plan, shall be shares of the Company's authorized but unissued Common
Stock, par value $.01 per share (the "Common Stock"), which may either be
authorized but unissued shares or treasury shares or shares previously reserved
for issuance upon exercise of options under the Plan, and allocable to one or
more options (or portions of options) which have expired or been canceled or
terminated (other than by exercise). The total number of shares that may be
issued under the Plan shall not exceed an aggregate of 1,350,000 shares of
========= Common Stock.
Options with respect to no more than 250,000 shares of Common Stock may be
granted to any one individual during any one calendar year period. Such number
of shares shall be subject to adjustment as provided in Section 7 hereof.
4. ELIGIBILITY
-----------
(a) Incentive Options may be granted only to employees of the Company
or its Subsidiaries, including members of the Board of Directors who are
also employees of the Company or its Subsidiaries, who are eligible to
receive an Incentive Stock Option under the Code. Nonqualified Options
may be granted to officers, other employees and directors of the Company
or its Subsidiaries, and to consultants and other key persons who
provide services to the Company or its Subsidiaries or their Affiliates
(regardless of whether they are also employees) and to such other
persons as the Administrator may select from time to time, provided,
however, that no Nonqualified Options may be granted under the Plan to
any person while serving as a member of the Option Committee except as
provided in Section 4(d) hereof.
(b) No person shall be eligible to receive any Incentive Option under
the Plan if, at the date of grant, such person beneficially owns stock
representing in excess of ten percent of the voting power of all
outstanding capital stock of the Company, unless notwithstanding
anything in this Plan to the contrary (i) the purchase price for Common
Stock subject to such option is at least 110% of the fair market value
of such Common Stock at the time of the grant and (ii) the option by its
terms is not exercisable more than five years from the date of grant
thereof.
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(c) Notwithstanding any other provision of the Plan, the aggregate fair
market value (determined as of the time the option is granted) of the
Common Stock with respect to which Incentive Options are exercisable for
the first time by any individual during any calendar year (under all
plans of the Company and its parent and Subsidiaries) shall not exceed
$100,000. Any option granted under the Plan in excess of the foregoing
limitations shall be deemed to be a Nonqualified Option.
(d) (i) (A) Each non-employee member of the Board
of Directors of the Company serving
in such capacity upon consummation of
the Company's initial public offering
shall automatically be granted on
such date a Nonqualified Option to
purchase 7,500 shares of Common
Stock.
(B) Each person who first becomes a
non-employee member of the Board of
Directors of the Company after the
consummation of the Company's initial
public offering shall automatically
be granted on the date such person
first becomes a director a
Nonqualified Option to purchase 7,500
shares of Common Stock.
(C) Each non-employee member of the Board
of Directors of the Company serving
in such capacity on the fifth
business day after each annual
meeting of stockholders, beginning
with the 1996 annual meeting, shall
automatically be granted on such day
a Nonqualified Option to purchase
2,500 shares of Common Stock.
(ii) The purchase price per share of Common Stock of
each Nonqualified Option granted to a member of the Board of
Directors pursuant to this Section 4(d) shall be the fair
market value of the Common Stock on the date the option is
granted.
(iii) Options granted under this Section 4(d) shall
become exercisable in three equal installments, with one-third
becoming exercisable on the date of grant and an additional
one-third on each of the two successive anniversaries thereof
and shall expire no later than the tenth anniversary of the
grant date.
(iv) The provisions of this Section 4(d) shall apply
only to automatic grants of Nonqualified Options to
non-employee directors, and shall not be deemed to modify,
limit or otherwise apply to any other provisions of the Plan or
to any option granted thereunder to any other person, including
options granted to non-employee directors otherwise than
pursuant to this Section 4(d).
5. TERMS OF THE OPTION AGREEMENTS
------------------------------
Subject to the terms and conditions of the Plan, each option agreement
shall contain such provisions as the Administrator shall from time to time deem
appropriate. Option agreements need not be identical, but each option agreement
by appropriate language shall include the substance of all of the following
provisions:
(a) Expiration; Termination of Employment. Notwithstanding any other
------------------------------------------ provision of the Plan or of
any option agreement, each option shall expire not later than the date
specified in the option agreement, which date in the case of any
Incentive Option shall not be later than the
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tenth anniversary of the date on which the option was granted. If an
Optionee's employment with the Company and its Subsidiaries terminates
for any reason, the Administrator may in its discretion provide, at any
time, that any outstanding option granted to such Optionee under the
Plan shall be exercisable for such period following termination of
employment as may be specified by the Administrator, subject to the
expiration date of such option.
(b) Exercise. Each option shall be exercisable in such installments
-------- (which need not be equal) and at such times as may be
designated by the Administrator. To the extent not exercised,
installments shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later than the date the
option expires.
(c) Purchase Price. The purchase price per share of Common Stock
--------------- subject to each option shall be determined
by the Administrator; provided, however, that the purchase price per
share of Common Stock subject to each Incentive Option shall be not less
than the fair market value of the Common Stock on the date such
Incentive Option is granted. For the purposes of the Plan, the fair
market value of the Common Stock shall be determined in good faith
by the Administrator; provided, however, that (i) if the Common Stock
is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") Small-Cap Market on the
date the option is granted, the fair market value shall not be less
than the average of the highest bid and lowest asked prices of the
Common Stock on NASDAQ reported for such date, (ii) if the Common
Stock is admitted to trading on a national securities exchange or the
NASDAQ National Market on the date the option is granted, the fair
market value shall not be less than the closing price reported for the
Common Stock on such exchange or system for such date or, if no sales
were reported for such date, for the last date preceding such date
for which a sale was reported, and (iii) the fair market value of the
Common Stock on the effective date of the registration statement
for the Company's initial public offering shall be the initial offering
price.
(d) Rights of Optionees. No Optionee shall be deemed for any purpose to
------------------- be the owner of any shares of Common Stock
subject to any option unless and until (i) the option shall have been
exercised pursuant to the terms thereof, (ii) all requirements under
applicable law and regulations shall have been complied with to the
satisfaction of the Company, (iii) the Company shall have issued and
delivered the shares to the Optionee, and (iv) the Optionee's name shall
have been entered as a stockholder of record on the books of the
Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such shares of Common Stock.
(e) Transfer. No option granted hereunder shall be transferable by the
-------- Optionee other than by will or by the laws of descent and
distribution, and such option may be exercised during the Optionee's
lifetime only by the Optionee, or his or her guardian or legal
representative. Notwithstanding the foregoing, the Administrator may
permit an optionee to transfer, without consideration for the transfer,
a Nonqualified Option to members of his immediate family, to trusts
for the benefit of such family members, to partnerships in which such
family members are the only partners, or to charitable organizations,
provided that the transferee agrees in writing with the Company to be
bound by all of the terms and conditions of this Plan and the applicable
option agreement.
6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
---------------------------------------------
(a) Any option granted under the Plan may be exercised by the Optionee
in whole or in part by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the
Optionee then desires to purchase (the "Notice").
(b) Payment for the shares of Common Stock purchased pursuant to the
exercise of an option shall be made either: (i) in cash, or by certified
or bank check or other payment acceptable to the Company, equal to the
option exercise price for the number of shares specified in the Notice
(the "Total Option Price"); (ii) if authorized by the applicable option
agreement and if permitted by law, by delivery of shares of Common Stock
that the optionee may freely transfer having a fair market value,
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determined by reference to the provisions of Section 5(c) hereof, equal
to or less than the Total Option Price, plus cash in an amount equal to
the excess, if any, of the Total Option Price over the fair market value
of such shares of Common Stock; or (iii) by the Optionee delivering the
Notice to the Company together with irrevocable instructions to a broker
to promptly deliver the Total Option Price to the Company in cash or by
other method of payment acceptable to the Company; provided, however,
that the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity or other agreements as the
Company shall prescribe as a condition of payment under this clause
(iii).
(c) The delivery of certificates representing shares of Common Stock to
be purchased pursuant to the exercise of an option will be contingent
upon the Company's receipt of the Total Option Price and of any written
representations from the Optionee required by the Administrator, and the
fulfillment of any other requirements contained in the option agreement
or applicable provisions of law (including payment of any amount
required to be withheld by the Company pursuant to applicable law).
7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
-----------------------------------------
(a) If the shares of the Company's Common Stock as a whole are
increased, decreased, changed into or exchanged for a different number
or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change
in corporate structure or the like, an appropriate and proportionate
adjustment shall be made in the number and kind of shares subject to the
Plan, and in the number, kind, and per share exercise price of shares
subject to unexercised options or portions thereof granted prior to any
such change. In the event of any such adjustment in an outstanding
option, the Optionee thereafter shall have the right to purchase the
number of shares under such option at the per share price, as so
adjusted, which the Optionee could purchase at the total purchase price
applicable to the option immediately prior to such adjustment.
(b) Adjustments under this Section 7 shall be determined by the
Administrator and such determinations shall be conclusive. The
Administrator shall have the discretion and power in any such event to
determine and to make effective provision for acceleration of the time
or times at which any option or portion thereof shall become
exercisable. No fractional shares of Common Stock shall be issued under
the Plan on account of any adjustment specified above.
8. EFFECT OF CERTAIN TRANSACTIONS
------------------------------
(a) In the case of a Change of Control (as defined below), all
outstanding options shall automatically become fully exercisable whether
or not such options were exercisable immediately prior thereto. Unless
provision is made in connection with such Change of Control for the
assumption of options theretofore granted, or the substitution for such
options of new options of the successor entity or parent thereof (with
appropriate adjustment as to the number and kind of shares and the per
share exercise prices, as provided in Section 7), the Plan and the
options issued hereunder shall terminate upon the effectiveness of such
Change of Control. In the event of such termination, all outstanding
options shall be exercisable in full for at least fifteen days prior to
the date of such termination whether or not otherwise exercisable during
such period.
(b) "Change of Control" shall mean the occurrence of any one
of the following events:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Act (other than the Company, any of its
Subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan or
trust of the Company of any of its Subsidiaries), together with
all "affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Act) of such person, shall become the
"beneficial owner" (as such term is defined in Rule 13d-3 under
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the Act), directly or indirectly, of securities of the Company
representing in excess of 50% of either (A) the combined voting
power of the Company's then outstanding securities having the
right to vote in an election of the Company's Board of
Directors ("Voting Securities") or (B) the then outstanding
shares of Common Stock of the Company (in either such case
other than as a result of an acquisition of securities directly
from the Company); or
(ii) persons who, as of the effective date of the
Plan,constitute the Company's Board of Directors (the"Incumbent
Directors") cease for any reason, including, without
limitation, as a result of a tender offer, proxy contest,
merger or similar transaction, to constitute at least a
majority of the Board, provided that any person becoming a
director of the Company subsequent to the Effective Date whose
election or nomination for election was approved by a vote of
at least a majority of the Incumbent Directors shall, for
purposes of this Plan, be considered an Incumbent Director; or
(iii) the stockholders of the Company shall approve
(A) any consolidation or merger of the Company or any
Subsidiary where the stockholders of the Company immediately
prior to the consolidation or merger, would not, immediately
after the consolidation or merger, beneficially own (as such
term is defined in Rule 13d-3 under the Act), directly or
indirectly, shares representing in the aggregate 80% or more of
the voting shares of the corporation issuing cash or securities
in the consolidation or merger (or of its ultimate parent
corporation, if any), (B) any sale, lease, exchange or other
transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company or (C) any
plan or proposal for the liquidation or dissolution of the
Company.
Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Common Stock or other Voting Securities outstanding,
increases (x) the proportionate number of shares of Common Stock beneficially
owned by any person in excess of 50% or more of the shares of Common Stock then
outstanding or (y) the proportionate voting power represented by the Voting
Securities beneficially owned by any person in excess of 50% or more of the
combined voting power of all then outstanding Voting Securities; provided,
however, that if any person referred to in clause (x) or (y) of this sentence
shall thereafter become the beneficial owner of any additional shares of Common
Stock or other Voting Securities (other than pursuant to a stock split, stock
dividend, or similar transaction), then a "Change of Control" shall be deemed to
have occurred for purposes of the foregoing clause (i).
9. TAX WITHHOLDING
---------------
(a) Payment by Optionee. Each Optionee shall, no later than the date as
------------------- of which the value of any option granted
hereunder or of any Common Stock issued upon the exercise of such option
first becomes includible in the gross income of the Optionee for
federal income tax purposes (the "Tax Date"), pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment
of any federal, state, or local taxes of any kind required by law to
be withheld with respect to such income. In the event that an Optionee
has not made the arrangements described in this Section 9(a) and has
not made an election under this Section 9(b) on or before the Tax Date,
the Company is hereby authorized to withhold the amount of any federal,
state or local taxes of any kind required by law with respect to such
income from any payment otherwise due to the Optionee.
(b) Payment in Shares. Subject to approval by the Administrator, an
----------------- Optionee may elect to have such tax withholding
obligation satisfied, in whole or in part,by (i) authorizing the Company
to withhold from shares of Common Stock to be issued pursuant to an
option exercise a number of shares with an aggregate fair market value
(determined by the Administrator in accordance with Section 5(c)
as of the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Company shares of
Common Stock owned by the Optionee with an aggregate fair market value
(determined by the Administrator in accordance with Section 5(c)
as of the date the withholding is effected) that would satisfy the
withholding amount due.
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10. AMENDMENT OF THE PLAN
---------------------
The Board of Directors may discontinue the Plan or amend the Plan at
any time, and from time to time, subject to any required regulatory approval,
provided that any such amendment is also approved by the stockholders of the
Company if it would materially increase the benefits accruing to Optionees under
the Plan, or to the extent required by the Code to ensure that Incentive Options
granted under the Plan are qualified under Section 422 of the Code or if
determined by the Administrator to be necessary or advisable for purposes of the
Act or otherwise. Except as otherwise provided, an amendment shall be binding
upon options previously granted under the Plan unless the amendment adversely
affects the rights of an Optionee, in which event the consent of the Optionee
shall be required with respect to any portion of such amendment having such
effect.
11. NONEXCLUSIVITY OF THE PLAN
--------------------------
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock or stock options otherwise than under
the Plan, and such arrangements may be either applicable generally or only in
specific cases. Neither the Plan nor any option granted hereunder shall be
deemed to confer upon any employee any right to continued employment with the
Company or its Subsidiaries or their Affiliates.
12. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW
-----------------------------------------------
(a) The obligation of the Company to sell and deliver shares of Common
Stock with respect to options granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or
appropriate by the Administrator.
(b) The Plan shall be governed by Delaware law, except to the extent
that such law is preempted by federal law.
13. EFFECTIVE DATE OF THE PLAN; STOCKHOLDER APPROVAL
------------------------------------------------
The Plan shall become effective upon the date that it is approved by
the Board of Directors of the Company; provided, however, that the Plan shall be
subject to the approval of the Company's stockholders in accordance with
applicable laws and regulations within twelve months of such effective date. No
options granted under the Plan prior to such stockholder approval may be
exercised until such approval has been obtained. No options may be granted under
the Plan after the tenth anniversary of the effective date of the Plan.
* * *
Approved by Board of Directors: July 27, 1995
Approved by Stockholders: August 17, 1995
Amended by Board of Directors: February 26, 1997
Approved by Stockholders: May 15, 1997
======================================
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SHERIDAN HEALTHCARE, INC.
4651 SHERIDAN STREET, SUITE 400, HOLLYWOOD, FLORIDA 33021
PROXY FOR COMMON STOCK
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X
Y The undersigned hereby appoints Mitchell Eisenberg, M. D. and Jay A. Martus,
Esq., and each of them, proxies with full power of substitution to vote for and
on behalf of the undersigned at the Annual Meeting of Stockholders of Sheridan
Healthcare, Inc. (the "Company"), to be held at the offices of the Company at
4651 Sheridan Street, Suite 400, Hollywood, Florida 33021 on Thursday, May 15,
1997 at 10:00 a.m., Florida time, and at any adjournments or postponements
thereof, hereby granting full power and authority to act on behalf of the
undersigned at said meeting and any adjournments or postponements thereof. The
undersigned hereby revokes any proxy previously given in connection with such
meeting and acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement and the 1996 Annual Report to Stockholders.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE
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Please mark votes as in this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTION IS INDICATED WITH
RESPECT TO PROPOSALS 1, 2 OR 3 BELOW, THE UNDERSIGNED'S VOTES WILL BE CAST "FOR"
EACH OF SUCH MATTERS. The undersigned's votes will be cast in accordance with
the proxies' discretion on such other business as may properly come before the
meeting or any adjournments or postponements thereof. PLEASE SIGN AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
1. Proposal to elect Lewis D. Gold, M.D. and Henry E. Golembesky, M.D. as
Class II Directors of the Company, each for a three-year term to
continue until the 2000 Annual Meeting of Stockholders and until the
successor of each is duly elected and qualified.
FOR BOTH WITHHELD --------------------------------
FROM BOTH Withheld as to the nominee noted
above
2. Proposal to approve the amendment to the Company's Third Amended
and Restated Certificate of Incorporation to decrease the number
of authorized shares of Common Stock of the Company from 30,000,000
to 20,000,000.
FOR AGAINST ABSTAIN
3. Proposal to approve the amendment to the Company's Second Amended and
Restated 1995 Stock Option Plan to increase the number of shares of Common
Stock of the Company that may be issued thereunder from 750,000 to
1,350,000.
FOR AGAINST ABSTAIN
4. To consider and act upon such other business as may properly come before
the meeting or any adjournments or postponements thereof.
For joint accounts, each owner should sign. Executors,
Signature: Date
------------------- -------- administrators, trustees, corporate
officers and others acting in a representative capacity should give full title
Signature: Date
------------------ -------- or authority.
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