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EXHIBIT 10.1
SECOND AMENDED AND RESTATED PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN
THIS SECOND AMENDED AND RESTATED PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN is made as of January 20, 2000, by Per-Se
Technologies, Inc., a Delaware corporation formerly known as Medaphis
Corporation (the "Company").
STATEMENT OF BACKGROUND
1. On June 2, 1991, the Company adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan"). The Company
has subsequently adopted twelve amendments to the Plan.
2. The Company desires to amend and restate the Plan to reflect
the Company's recent name change, to increase the number of shares authorized
under the Plan, and to integrate the existing Plan and all previous amendments
thereto into a single document; provided, however, that such increase in shares
authorized under the Plan shall be subject to approval by the stockholders of
the Company at the 2000 Annual Meeting of Stockholders, or any adjournment
thereof.
STATEMENT OF AGREEMENT
NOW, THEREFORE, as a result of the Company's desire to amend and
restate the Plan, the Plan is amended and restated as follows:
SECOND AMENDED AND RESTATED PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN
1. Purpose. This Second Amended and Restated Per-Se Technologies,
Inc. Non-Qualified Stock Option Plan (the "Plan") is intended to serve as an
incentive to encourage stock ownership by employees of Per-Se Technologies,
Inc., a corporation organized and doing business under the laws of the State of
Delaware (the "Company"), and its subsidiaries so that they may acquire or
increase their proprietary interest in the Company and share in the success of
the Company, and to encourage them to remain in the employ of the Company.
2. Administration. The Plan shall be administered by the
Compensation Committee of the Company (the "Committee"). The Committee shall
consist of not less than two members of the Company's Board of Directors (the
"Board of Directors"), each of whom shall be a "disinterested
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person" within the meaning of Rule 16b-3 of the Securities and Exchange Act of
1934, as amended ("Rule 16b-3"), and an "outside director" as provided for in
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder. The Board of Directors may from time to
time remove members from, or add members to, the Committee. Vacancies on the
Committee shall be filled by the Board of Directors. The Committee shall select
one of its members as Chairman, and shall hold meetings at such times and
places as it may determine. Acts approved by a majority of the Committee in a
meeting at which a quorum is present, or acts reduced to or approved in writing
by a majority of the members of the Committee, shall be the valid acts of the
Committee.
The Committee acting in its absolute discretion shall exercise such
power and take such action as expressly called for under the Plan and, further,
the Committee shall have the power to interpret the Plan and (subject to Rule
16b-3) to take such other action (except to the extent the right to take such
action is expressly and exclusively reserved for the Board of Directors or the
Company's stockholders) in the administration and operation of the Plan as the
Committee deems equitable under the circumstances, which action shall be
binding on the Company, on each affected participant and on each other person
directly or indirectly affected by such action. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.
3. Eligibility. The persons who shall be eligible to receive options
shall be the key employees of the Company or of any parent or subsidiary
corporation of the Company on the terms and subject to the restrictions
hereinafter set forth. No person shall be eligible to receive an option for a
larger number of shares than is recommended for him by the Committee.
4. Stock Subject to Plan.
(a) Authorized Shares. The Company has authorized and reserved
for issuance upon the exercise of options pursuant to the Plan an
aggregate of Five Million Six Hundred Fifty-Two Thousand One Hundred
Fifty-Two (5,652,152) shares (the "Shares") of $.01 par value Common
Stock of the
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Company (the "Common Stock"). If any option expires or terminates
without the respective optionee exercising it in full, the Committee
may grant options to other individuals with respect to the unpurchased
Shares. No individual shall be granted options under the Plan that
would cause the aggregate number of options granted under the Plan to
such individual during the period that options are granted under the
Plan (taking into account all Shares with respect to which options
have been granted under the Plan to such individual, including options
that have been canceled or otherwise have expired or terminated) to
exceed 20% of the aggregate number of Shares authorized for issuance
under the Plan.
(b) Adjustments and Corporate Reorganizations. The Committee
will adjust the total number of Shares and any outstanding options,
both as to the number of Shares and the option price, for any increase
or decrease in the number of outstanding shares of Common Stock
resulting from a stock split or a payment of a stock dividend on the
shares of Common Stock, a subdivision or combination of the shares of
Common Stock, a reclassification of the shares of Common Stock, a
merger or consolidation of the Company or any other like changes in
the Shares or in their value. No fractional shares will be issued as a
result of any of these changes, and any fractional shares that result
from a change will be eliminated from the outstanding options. All
adjustments made by the Committee under this paragraph shall be final,
conclusive and binding on all affected persons and, further, shall not
constitute an increase in the aggregate number of shares which may be
issued under options pursuant to Section 4 of the Plan, or constitute
a "material modification" within the meaning of Section 8 of the Plan.
(c) Change in Control.
(1) The following occurrences constitute "Change of
Control" events:
(i) the adoption of a plan of merger or
consolidation of the Company with any other corporation
as a result of which holders of the outstanding voting
stock of the Company as a group would receive less than
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50% of the voting stock of the surviving or resulting
corporation;
(ii) the adoption of a plan of
liquidation or the approval of the dissolution of the
Company;
(iii) the sale or transfer of
substantially all of the assets of the Company;
(iv) the sale or transfer of
substantially all of the assets or stock of an
operating subsidiary of the Company, other than as
security for obligations of the Company; or
(v) the sale or transfer of
substantially all of the assets of an operating
division of the Company or its subsidiaries, other
than as security for obligations of the Company.
(2) In the event of an occurrence described in
Section 4(c)(1)(i), (ii) or (iii), the unexercised portion of
all outstanding options under the Plan will be fully vested
and immediately exercisable, and will remain exercisable
until the occurrence of such event, after which time all
outstanding options will immediately terminate as to any
portion thereof not exercised.
(3) In the event of the occurrence of an event
described in Section 4(c)(1)(iv) or (v) which results in
optionees employed by the affected operating subsidiary or
division being terminated from their employment with the
Company, then the unexercised portion of all outstanding
options under the Plan held by those affected optionees will
be fully vested and immediately exercisable. Such options
will remain exercisable until the earlier of (i) the
expiration of the respective terms of such options, or (ii)
six (6) months following termination of employment.
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(4) Applicable optionees will be mailed notice of
any anticipated occurrence described in Section 4 (c)(1) at
least twenty (20) days prior to the occurrence of such event.
(d) Liquidation of Shares After Change in Control.
(1) In the event of an occurrence described in the
Section 4 (c)(1)(i), (ii) or (iii), each optionee electing to
exercise outstanding option(s) will have the right in
connection with the closing of such event to either (i) sell
to the Company or the surviving or resulting corporation, the
Shares which the optionee received upon the exercise of such
option(s) at a cash price per Share equivalent to the fair
market value of the Common Stock as determined by the
Committee, as of the date of such event, or (ii) receive the
number and class of shares of stock or other securities or
any other property to which the terms of the agreement of
merger, consolidation, or other reorganization would entitle
the optionee to receive as the holder of record of the number
of Shares which the optionee received upon the exercise of
such option(s), provided, however, that in the event the
transaction contemplated by this Section 4(d)(1) involves a
merger to be accounted for under the "pooling of interests"
accounting method, then the Committee shall have the
authority hereunder to modify the rights of an optionee under
this Section 4(d)(1) to the extent necessary in order to
preserve the "pooling of interests" accounting treatment for
such merger.
(2) In the event of any occurrence described in
Section 4(c)(1)(iv) or (v), each affected optionee electing
to exercise outstanding option(s) will have the right to sell
to the Company the Shares which the optionee received upon
the exercise of such option(s) at a price per share
equivalent to the fair market value of the Common Stock as
determined by the Committee, such payment to be made in the
form of cash and/or notes, as determined by the Committee.
The Committee will make reasonable efforts to assure that an
optionee electing to sell Shares pursuant to this Section
4(d)(2) receives cash consideration in an amount at least
sufficient to offset the
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exercise price paid to the Company by the optionee in
connection with exercising his option(s).
5. Terms and Conditions of Options. Each option granted pursuant
to the Plan shall be authorized by the Committee and shall be evidenced by a
Per-Se Technologies, Inc. Non-Qualified Stock Option Agreement (the
"Agreement"), in such form and containing such terms and conditions as the
Committee from time to time may determine, provided that each Agreement shall:
(a) state the number of shares of Common Stock
to which it pertains;
(b) state the exercise price, which shall not be
less than the fair market value of the Common Stock as of the date of
grant, as determined by the Committee;
(c) provide in all events (except as provided in Section 11 of
the Plan) that the option is not exercisable after the expiration of
eleven (11) years from the date the option is granted;
(d) provide that the option is exercisable at any time,
following the date, which is six months after the date of grant of
such option, only and to the extent of the number of shares of Common
Stock subject to the option determined by application of the following
vesting schedule:
Years from Date Percent
of Grant Vested
--------------- --------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 100%
The Committee may, however, provide for different vesting schedules in
any Agreements granted hereunder. In the event of the death or disability
(within the meaning
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of Section 22(e)(3) of the Internal Revenue Code (the "Code")) of the optionee,
the option shall be and become fully exercisable without regard to any vesting
schedule;
(e) provide that the option is not transferable by the
optionee other than (i) to the spouse, children or grandchildren of
the optionee ("Immediate Family Members"), (ii) to a trust or trusts
for the exclusive benefit of such Immediate Family Members, (iii) to a
partnership in which such Immediate Family Members are the only
partners, (iv) to an entity exempt from federal income tax pursuant to
Section 501(c)(3) of the Code or any successor provision, or (v) to a
split interest trust or pooled income fund described in Section
2522(c)(2) of the Code or any successor provision; provided, however,
that (x) there shall be no consideration for any such transfer, and
(y) other transfers by the optionee, or any subsequent transfer of
transferred options by a transferee, shall be prohibited, except those
by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended;
and provided, further, that following transfer, for purpose of
elections to exercise the option and the general restrictions
applicable under the Plan to option exercises, the term "optionee"
shall be deemed to include the transferee, but the option otherwise
shall continue to be subject to the same terms and conditions that
were applicable immediately prior to transfer, including without
limitation the provisions of Section 5(f) of the Plan, which shall
apply so that in the event the original grantee of the option ceases
to be an employee of the Company or any parent or subsidiary of the
Company, then the option shall be exercisable by the transferee only
to the extent and for the periods specified in the Agreement; and
(f) provide that if the optionee ceases to be an employee of
the Company or any parent or subsidiary corporation of the Company
(other than as a result of a Change of Control event or death or
disability within the meaning of Code Section 22(e)(3)), before the
option is fully vested, any portion of the option which is not fully
vested on the date of such termination of employment shall be
automatically forfeited as of such employment termination date, and
the vested portion of the option which is unexercised shall expire,
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terminate and become unexercisable upon the expiration of three (3)
months from the date on which the optionee ceases to be an employee of
the Company or of any parent or subsidiary corporation of the Company;
provided, however, that the Committee, in its sole and absolute
discretion, may permit an optionee who is not subject to Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, to continue vesting
in all or any portion of such option subsequent to termination of
employment with the Company or any parent or subsidiary corporation of
the Company; and
(g) provide that if the optionee ceases to be an employee of
the Company or any parent or subsidiary corporation of the Company by
reason of death or disability (within the meaning of Code Section
22(e)(3)), as determined in the sole and absolute judgment of the
Company, before the option is fully vested, the option or any portion
thereof which is unexercised shall immediately be and become fully
exercisable without regard to the vesting schedule set forth herein
and shall expire, terminate and become unexercisable after the
expiration of six (6) months from the date the optionee ceases to be
employed by the Company or any parent or subsidiary corporation of the
Company.
6. Term of Plan. Options may be granted pursuant to the Plan
from time to time within a period often (10) years from the date of this Plan.
7. Indemnification of Committee. In addition to such other rights
of indemnification that they may have as directors of the Company or as members
of the Committee, the members of the Committee shall be indemnified by the
Company against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided the settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in the action, suit or
proceeding that the Committee member is liable for
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negligence or misconduct in the performance of his or her duties; provided that
within sixty (60) days after institution of the action, suit or proceeding a
Committee member shall in writing offer the Company the opportunity, at its own
expense, to handle and defend it.
8. Amendment of the Plan. The Plan may be amended by the
Committee from time to time to the extent that the Committee deems necessary or
appropriate except that the Committee shall not amend the Plan, absent the
approval of the stockholders of the Company (a) to materially increase (within
the meaning of Rule 16b-3) the benefits accruing to participants under the
Plan, (b) to materially increase (within the meaning of Rule 16b-3) the number
of securities which may be issued under the Plan, or (c) to materially modify
(within the meaning of Rule 16b-3) the requirements as to eligibility for
participation in the Plan; provided, however, that if the amendment would not
alter the rights of any participant under the Plan who is subject to Rule
16b-3, then the Committee may approve such amendment without obtaining the
approval of the stockholders of the Company; and provided, further however, the
Committee shall have the authority, for any employee who is not subject to Rule
16b-3, to modify the three (3) and six (6) month time periods set forth in
Section 5(f) of the Plan without obtaining the approval of the stockholders of
the Company.
9. Application of Funds. The proceeds received by the Company
from the sale of Common Stock pursuant to options will be used for general
purposes.
10. No Obligation to Exercise Option. The granting of an option
shall impose no obligation upon the optionee to exercise the option.
11. General Restriction. Notwithstanding anything contained herein
or in any of the Agreements to the contrary, no purported exercise of any
option granted pursuant to the Plan shall be effective without the written
approval of the Company, which may be withheld to the extent that the exercise,
either individually or in the aggregate together with the exercise of other
previously exercised stock options and/or offers and sales pursuant to any
prior or contemplated offering of securities, would, in the sold and absolute
judgment of the Company, require the filing of a registration statement with
the United Sates Securities and Exchange Commission or with the
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securities commission of any state. The Company shall avail itself of any
exemptions from registration contained in applicable federal and state
securities laws which are reasonably available to the Company on terms which,
in its sole and absolute discretion, it deems reasonable and not unduly
burdensome or costly. If an option cannot be exercised at the time it would
otherwise expire due to the restrictions contained in this Section, the
exercise period for that option shall be extended for successive one-year
periods until that option can be exercised in accordance with this Section.
Each optionee shall, prior to the exercise of an option, deliver to the Company
such information, representations and warranties as the Company may reasonably
request in order for the Company to be able to satisfy itself that the Common
Stock to be acquired pursuant to the exercise of an option is being acquired in
accordance with the terms of an applicable exemption from the securities
registration requirements of applicable federal and sate securities laws.
12. Rights as a Stockholder. An optionee or a transferee of an
option shall not have rights as a stockholder with respect to any shares
covered by his option until the date of the issuance of a stock certificate to
him for the shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date the stock
certificate is issued, except as otherwise provided in the Plan.
13. Withholding. The exercise of any option granted under this
Plan shall constitute an optionee's full and complete consent to whatever
action the Committee deems necessary to satisfy any federal and state tax
withholding requirements which the Committee, acting in its discretion, deems
applicable to such exercise.
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IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of the 20th day of January, 2000.
PER-SE TECHNOLOGIES, INC.
By: /s/ ALLEN W. RITCHIE
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Allen W. Ritchie
President and Chief Executive Officer
[CORPORATE SEAL]
ATTEST:
/s/ RANDOLPH L. M. HUTTO
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Randolph L. M. Hutto
Secretary