EXHIBIT NO. 10. 9
UCI MEDICAL AFFILIATES, INC.
1994 INCENTIVE STOCK OPTION PLAN
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UCI MEDICAL AFFILIATES, INC.
1994 INCENTIVE STOCK OPTION PLAN
1. Purpose. The purposes of this 1994 Incentive Stock Option Plan (the
"Plan") are to: (1) closely associate the interests of the employees of UCI
Medical Affiliates, Inc. and its subsidiaries (collectively, the "Company") with
the shareholders of the Company by reinforcing the relationship between
employees' rewards and shareholder gains; (2) provide selected employees,
officers and directors with an equity ownership in the Company commensurate with
Company performance, as reflected in increased shareholder value; (3) maintain
competitive compensation levels; and, (4) provide an incentive to employees for
continuous employment with the Company. The stock options granted under the Plan
are intended to qualify as incentive stock options within the meaning of
Internal Revenue Code Section 422.
2. Amount of Stock. The total number of shares of Common Stock to be
subject to options granted on and after April 20, 1994 pursuant to the Plan
shall not exceed 250,000 shares of the Company's Common Stock, par value $.01
per share. In the event that options granted under this Plan shall lapse without
being exercised in whole or in part, other options may be granted covering the
shares not purchased under such lapsed options.
3. Stock Option Committee. The Board of Directors shall from time to time
appoint a Committee (the "Committee"), which may also be the Compensation
Committee of the Board of Directors, to serve under this Plan. The Committee
shall consist of two or more directors.
4. Eligibility and Participation. Options may be granted pursuant to
the Plan to any officer or employee of the Company. From time to time the
Committee shall select the officers and employees to whom options may be granted
by the Board of Directors and shall determine the number of shares to be covered
by each option so granted. Future as well as present officers and employees
(including officers and employees who are directors but who are not members of
the Committee) shall be eligible to participate in the Plan. Directors who are
members of the Committee or who are not officers or employees of the Company are
not eligible to participate in the Plan. No option may be granted under the Plan
after April 20, 2004.
5. Option Agreement. The terms and provisions of options granted
pursuant to the Plan shall be set forth in an agreement, herein called Option
Agreement, between the Company and the grantee receiving the same. The Options
may be in such form, not inconsistent with the terms of this Plan, as shall be
approved by the Board of Directors and may include provisions regarding the
timing of the exercisability of the Options.
6. Price. The purchase price per share of Common Stock purchasable
under options granted pursuant to the Plan shall not be less than 100 percent of
the fair market value at the time the options are granted. The purchase price
per share of Common Stock purchasable under options granted pursuant to this
Plan to a person who owns more than 10 percent of the voting power of the
Company's voting stock shall not be less than 110 percent of the fair market
value of such shares, at the time the options are granted. For the purposes of
the preceding sentence (a) the optionee shall be considered as owning the stock
owned directly or indirectly by or for himself, the stock which the optionee may
purchase under outstanding options and the stock owned, directly or indirectly,
by or for his brothers and sisters (whether of the whole or half blood), spouse,
ancestors, and lineal descendants and (b) stock owned directly or indirectly, by
or for a corporation, partnership, estate, or trust shall be considered as being
owned proportionately by or for its shareholders, partners, or beneficiaries.
For all purposes of this Plan, the fair market value of the Common Stock of the
Company shall be determined in good faith at the time of the grant of any option
by decision of the Stock Option Committee. In making such determination, the
Stock Option Committee shall not take into account the effect of any
restrictions on the Common Stock other than restrictions which, by their terms,
will never lapse. The full purchase price of shares purchased shall be paid upon
exercise of the option. Under certain circumstances such purchase price per
share shall be subject to adjustment as referred to in Section 10 of this Plan.
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7. Option Period. No option granted pursuant to the Plan shall be
exercisable after the expiration of ten years from the date the option is first
granted. No option granted pursuant to the Plan to a person then owning more
than 10 percent of the voting power of the Company's voting stock shall be
exercisable after the expiration of five years from the date the option is first
granted. For the purposes of the preceding sentence (a)the optionee shall be
considered as owning the stock owned directly or indirectly by or for himself,
the stock which the optionee may purchase under outstanding options and the
stock owned, directly or indirectly, by or for his brothers and sisters (whether
of the whole or half blood), spouse, ancestors, and lineal descendants and (b)
stock owned directly or indirectly, by or for a corporation, partnership,
estate, or trust shall be considered as being owned proportionately by or for
its shareholders, partners, or beneficiaries. The expiration date stated in the
Option Agreement is hereafter called the Expiration Date.
8. Termination of Employment. The Option Agreement shall provide that
upon the occurrence of the optionee ceasing for any reason to be employed by the
Company (such occurrence being a "termination of employment"), any unexercised
option shall terminate and become null and void immediately upon such
termination of employment, except in a case where the termination of employment
is by reason of retirement, disability or death. Upon a termination of
employment by reason of retirement, disability or death, the Option Agreement
shall provide that an outstanding and unexercised option may be exercised during
a time not exceeding the following periods:
(a) the one-year period following the date of such termination of the
employee's employment in the case of a disability (within the meaning of Section
22(e)(3) of the Code),
(b) the one-year period following the date of an employee's death, and
(c) the three-month period following the date of such termination in
the case of retirement on or after attainment of age 65, or in the case
of disability other than as described in (a) above.
In no event, however, shall any such period extend beyond the Expiration Date.
9. Assignability. The Option Agreement shall provide that the option
granted thereby shall not be transferable or assignable by the optionee
otherwise than by will or by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Internal Revenue Code of
1986, as amended, or Title I of the Employee Retirement Income Security Act, or
the Rules thereunder. During the lifetime of the optionee, the option granted
shall be exercisable only by the optionee.
10. Adjustment in Case of Stock Splits, Stock Dividends, etc. The
Option Agreement may contain such provisions as the Board of Directors may
approve as equitable concerning the effect upon options granted and the option
price due to (a) stock dividends upon, or subdivisions, split-ups, combinations,
consolidations or reclassifications of, the securities purchasable under the
option, or (b) proposals to merge or consolidate the Company or to sell all or
substantially all of its assets, or to liquidate or dissolve the Company.
11. Stock for Investment. The Option Agreement shall provide that the
optionee shall upon each exercise of a part or all of the option granted
represent and warrant this his purchase of stock pursuant to such option is for
investment only, and not with a view to distribution involving a public
offering. At any time the Board of Directors of the Company may waive the
requirement of such a provision in any Option Agreement entered into under this
Stock Option Plan of the Company. The Option Agreement may also provide such
additional restrictions and requirements concerning the exercise of options and
issuance of shares as the Company determines in its discretion are necessary to
meet all applicable laws, rules, and regulations, and to obtain such approvals
as may be required by any governmental agencies, including state and Federal
securities agencies and national securities exchanges.
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12. Amendment of the Plan. The Board of Directors of the Company may
from time to time alter, amend, suspend or discontinue the Plan and make rules
for its administration, except that the Board of Directors shall not amend the
Plan in any manner which would have the effect of preventing options issued
under the Plan from being "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986. However, nothing in this Plan shall be deemed
to prevent the Board of Directors from issuing non-qualified stock options to
any officer or employee.
13. Options Discretionary. The granting of options under the Plan shall be
entirely discretionary with the Stock Option Committee and nothing in the Plan
shall be deemed to give any officer or employee any right to participate in the
Plan or to receive options.
14. Limitation as to Amount. No person to whom options are granted
hereunder shall receive options, first exercisable during any single calendar
year, for shares, the fair market value of which (determined at the time of
grant of the options) exceeds $100,000. Accordingly, no optionee shall be
entitled to exercise options in any single calendar year, for shares of Common
Stock the value of which (determined at the time of grant of the options)
exceeds $100,000.
15. Stockholder Approval. The Plan will be submitted to the
stockholders of the Company for approval by the holders of a majority of the
outstanding shares of stock of the Company. If the Plan is not approved by the
holders of a majority of the outstanding shares of stock of the Company by April
20, 1995, then the Plan shall terminate and any options granted hereunder shall
be void and of no further force or effect.
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UCI MEDICAL AFFILIATES, INC.
INCENTIVE STOCK OPTION AGREEMENT
GRANT OF INCENTIVE STOCK OPTION
Date of Grant: ____________, 19 ___
THIS GRANT, dated as of the date of grant first stated above (the "Date
of Grant"), is delivered to UCI Medical Affiliates, Inc., a Delaware corporation
(the "Company"), to __________________________ (the "Grantee"), who is an
officer or employee of the Company or a subsidiary of the Company.
WHEREAS, the Board of Directors of the Company (the "Board") has
adopted, subject to shareholder approval, the UCI Medical Affiliates, Inc. 1994
Incentive Stock Option Plan (the "Plan"); and,
WHEREAS, the Plan provides for the granting of incentive stock options
by the Board to officers and employees of the Company and its subsidiaries to
purchase shares of the Common Stock of the Company (the "Stock"), in accordance
with the terms and provisions thereof; and,
WHEREAS, the Board considers the Grantee to be a person who is eligible
for a grant of incentive stock options under the Plan, and has determined that
it would be in the best interest of the Company to grant the incentive stock
options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Grant of Option. Subject to the terms and conditions hereinafter set forth,
the Company, with the approval and at the direction of the Board, hereby grants
to the Grantee, as of the Date of Grant, an option to purchase up to _____
shares of Stock at a price of $______ per share, the fair market value on the
date hereof. Such option is hereinafter referred to as the "Option" and the
shares of Stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares". The Option is intended by the
parties hereto to be, and shall be treated as, an incentive stock option (as
such term is defined under Section 422 of the Internal Revenue Code of 1986 (the
"Code")).
2. Installment Exercise. Subject to such further limitations as are provided
herein, the Option shall become exercisable in three (3) installments, the
Grantee having the right hereunder to purchase from the Company the following
number of Option Shares upon exercise of the Option, on and after the following
dates, in cumulative fashion:
(a) on and after the first anniversary of the Date of Grant, up to
one-third (ignoring fractional shares) of the total
number of Option Shares;
(b) on and after the second anniversary of the Date of Grant, up to an
additional one-third (ignoring fractional shares) of the total number of Option
Shares; and,
(c) on and after the third anniversary of the Date of Grant, the remaining
Option Shares.
3. Termination of Option.
(a) The Option and all rights hereunder with respect thereto, to the
extent such rights shall not have been exercised, shall terminate and become
null and void after the expiration of ten (10) years from the Date of Grant (the
"Expiration Date").
(b) Upon the occurrence of the Grantee's ceasing for any reason to be
employed by the Company (such occurrence being a "termination of the Grantee's
employment"), the Option, to the extent not previously exercised, shall
terminate and become null and void immediately upon such termination of the
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Grantee's employment, except in a case where the termination of the Grantee's
employment is by reason of retirement, disability or death, the Option may be
exercised during the following periods, but only to the extent that the Option
was outstanding and exercisable on any such date of retirement, disability or
death:
(i) the one-year period following the date of such termination of the
Grantees employment in the case of a disability (within the meaning of
Section 22(e)(3) of the Code),
(ii) the six-month period following the date of issuance of letters
testamentary or letters of administration to the executor or
administrator of a deceased Grantee, in the case of the Grantee's death
during his employment by the Company, but not later than one year after
the Grantee's death, and
(iii) the three-month period following the date of such termination in
the case of retirement on or after attainment of age 65, or in the case
of disability other than as described in (i) above.
In no event, however, shall any such period extend beyond the Expiration Date.
(c) In the event of the death of the Grantee, the Option may be
exercised by the Grantee's legal representative(s), but only to the extent that
the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a termination of the Grantee's employment.
(e) Notwithstanding any other provisions set forth herein or in the
Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing
affecting the Company, (ii) breach any covenant not to compete or employment
contract with the Company, or (iii) engage in conduct that would warrant the
Grantee's discharge for cause (excluding general dissatisfaction with the
performance of the Grantee's duties, but including any act of disloyalty or any
conduct clearly tending to bring discredit upon the Company), any unexercised
portion of the Option shall immediately terminate and be void.
4. Exercise of Options.
(a) Subject to such further limitations as are provided herein, the
Option shall be exercisable at any time and from time to time during the period
commencing one (1) year from the Date of Grant and ending ten (10) years (five
(5) years for 10 percent shareholders as described in the Plan) from the Date of
Grant. The Grantee may exercise the Option with respect to all or any part of
the number of Option Shares then exercisable hereunder by giving the Secretary
of the Company written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised and the date of exercise thereof, which date shall be at least five
days after the giving of such notice unless an earlier time shall have been
mutually agreed upon.
(b) Full payment (in U.S. dollars) by the Grantee of the option price
for the Option Shares purchased shall be made on or before the exercise date
specified in the notice of exercise in cash, or, with the prior written consent
of the Secretary, in whole or in part through the surrender of previously
acquired shares of Stock at their fair market value on the exercise date.
On the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as the Company
may elect) upon full payment of such Option Shares. The Grantee shall upon each
exercise of a part or all of the option granted represent and warrant that his
purchase of stock pursuant to such option is for investment only, and not with a
view to distribution involving a public offering. The obligation of the Company
to deliver Stock shall, however, be subject to the condition that if at any time
the Board shall determine in its discretion that
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the listing, registration or qualification of the Option or the Option
Shares upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the Option or the issuance
or purchase of Stock thereunder, the Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
(c) If the Grantee fails to pay for any of the Option Shares specified
in such notice or fails to accept delivery thereof, the Grantee's right to
purchase such Option Shares may be terminated by the Company. The date specified
in the Grantee's notice as the date of exercise shall be deemed the date of
exercise of the Option, provided that payment in full for the Option Shares to
be purchased upon such exercise shall have been received by such date.
5. Adjustment of and Changes in Stock of the Company. In the event of a
reorganization, recapitalization, change of shares, stock split, spin-off, stock
dividend, reclassification, subdivision, consolidation or combination of
shares,, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Board may
make such adjustment as it deems appropriate in the number and kind of shares of
Stock subject to the Option or in the option price; provided, however, that no
such adjustment shall give the Grantee any additional benefits under the Option.
6. No Rights of Stockholders. Neither the Grantee nor any personal
representative shall be, or shall have any of the rights and privileges of, a
stockholder of the Company with respect to any shares of Stock purchasable or
usable upon the exercise of the Option, in whole or in part, prior to the date
of exercise of the Option.
7. Non-Transferability of Option. During the Grantee's lifetime, the Option
hereunder shall be exercisable only by the Grantee or any guardian or legal
representative of the Grantee, and the Option shall not be transferable except,
in case of the death of the Grantee, by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the Rules thereunder, nor shall the Option be
subject to attachment, execution or other similar process. In the event of (a)
any attempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise
dispose of the Option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Grantee and it
shall thereupon become null and void.
8. Employment Not Affected. Neither the granting of the Option nor its exercise
shall be construed as granting to the Grantee any right with respect to
continuance of employment with the Company or any of its subsidiaries. Except as
may otherwise be limited by a written agreement between the Company and the
Grantee, the right of the Company or any subsidiary of the Company to terminate
at will the Grantee's employment with it at any time (whether by dismissal,
discharge, retirement or otherwise) is specifically reserved by the Company or
any subsidiary of the Company, as the employer, and is acknowledged by the
Grantee.
9. Amendment of Option. The Option may be amended by the Board or the Committee
at any time (i) if the Board or the Stock Option Committee determines, in its
sole discretion, that amendment is necessary or advisable in the light of any
addition to or change in the Internal Revenue Code of 1986 or in the regulations
issued thereunder, or any federal or state securities law or other law or
regulation, which change occurs after the Date of Grant and by its terms applies
to the Option; or (ii) other than in the circumstances described in clause (i),
with the consent of the Grantee.
10. Notice. Any notice to the Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices at 6168 St.
Andrews Road, Columbia, South Carolina 29212, and any notice to the Grantee
shall be addressed to the Grantee at the current address shown on the payroll
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records of the Company. Any notice shall be deemed to be duly given if and when
properly addressed and posted by registered or certified mail, postage prepaid.
11. Incorporation of Plan by Reference. The Option is granted pursuant to the
terms of the Plan, the terms of which are incorporated herein by reference, and
the Option shall in all respects be interpreted in accordance with the Plan. The
Stock Option Committee shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be conclusive and
binding on the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder.
12. Governing Law. The validity, construction, interpretation and effect of
this instrument shall exclusively be governed by and determined in accordance
with the law of the State of South Carolina, except to the extent preempted by
federal law, which shall to such extent govern.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest this Grant of Incentive Stock Option, and the Grantee has
placed his or her signature hereon, effective as of the Date of Grant.
UCI MEDICAL AFFILIATES, INC.
By: _________________________
Its:
ACCEPTED AND AGREED TO:
By: _________________________
Grantee
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