1
EXHIBIT 10.12
ELEVENTH AMENDMENT TO AMENDED AND RESTATED
MEDAPHIS CORPORATION
NON-QUALIFIED STOCK OPTION PLAN
THIS AMENDMENT is effective as of August 8, 1996, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");
WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant, became effective on January 30, 1992;
WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan, upon the exercise of an option by
an optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on August
5, 1992;
WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;
WHEREAS, the Fourth Amendment to the Plan, which effected certain
changes to the Plan designed to preserve the Company's ability to account for
certain transactions under the "pooling of interests" accounting method, became
effective on July 22, 1993;
WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;
WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1994;
WHEREAS, the Seventh Amendment to the Plan, which increased the number
of shares available for grant, became effective on April 27, 1995;
WHEREAS, the Eighth Amendment to the Plan, which increased the number
of shares available for grant and limited the maximum number of options
available for grant to any one individual, became effective on May 1, 1996;
2
WHEREAS, the Ninth Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan to amend the Plan without the
approval of the stockholders of the Company if such amendment would not alter
the rights of any participant under the Plan who is subject to Rule 16b-3 of the
Securities and Exchange Act of 1934, as amended, and further, formally allowed
the Committee authorized to administer the Plan to adjust the time periods set
forth in Section 5(f) of the Plan, became effective as of August 24, 1995;
WHEREAS, the Tenth Amendment to the Plan, which formally provided that
the Plan would be administered by the Compensation Committee of the Company, to
consist of "disinterested persons" as defined in Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, and "outside directors" as provided for in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations promulgated thereunder, became effective as of May 1, 1996;
and
WHEREAS, the Compensation Committee of the Company has authorized an
amendment to the Plan to clarify that absent specific action of the Compensation
Committee of the Company, options cease vesting immediately upon a participant's
termination of employment (other than as a result of death or disability within
the meaning of Code Section 22(e)(3) in which case the vesting of such options
accelerates), and to allow the Compensation Committee of the Company to permit a
participant under the Plan not subject to Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, nevertheless to continue vesting in any of such
participant's stock options granted pursuant to the Plan subsequent to
termination of employment.
NOW, THEREFORE, BE IT RESOLVED, that Section 5(f) of the Plan is hereby
amended by deleting Section 5(f) of the Plan in its entirety, and replacing it
with the following:
"(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, 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 Compensation 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)
- 2 -
3
months from the date the optionee ceases to be employed by the Company
or any parent or subsidiary corporation of the Company."
Except as specifically amended by this Eleventh Amendment, the Plan
shall remain in full force and effect as prior to this Eleventh Amendment.
IN WITNESS WHEREOF, the Company has caused this Eleventh Amendment to
be executed on the day and year first above written.
MEDAPHIS CORPORATION
By: /s/ Michael R. Cote
------------------------------------
Michael R. Cote
Senior Vice President, Finance and
Chief Financial Officer
ATTEST:
By: /s/ William R. Spalding
-------------------------------------
William R. Spalding
Senior Vice President, Administration
and General Counsel
[Corporate Seal]
- 3 -