EXHIBIT 10.23
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
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STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT
THIS STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (the "Option") is
made as of this 1st day of September, 1998, by and among D. Michael Stout, M.D.
(the "Shareholder"), UCI Medical Affiliates of Georgia, Inc., a South Carolina
corporation ("UCI of GA"), and Doctor's Care of Georgia, P.C., a Georgia
professional corporation (the "Company").
WHEREAS, simultaneously with the execution and delivery of this Option,
Beverly Yvonne Simons, M.D. ("Simons") sold to the Shareholder the sole
authorized, issued and outstanding share (the "Share") of the common stock of
the Company, pursuant to the direction of UCI of GA under that certain Stock
Purchase Option and Restriction Agreement by and among the Company, UCI of GA,
and Simons, dated March 9, 1998;
WHEREAS, in connection with the above-described sale of stock, UCI of GA
requires that the Shareholder grant this Option pursuant to which UCI of GA may
require that the Shareholder offer to sell any and all shares of the common
stock of the Company owned by Shareholder, including but not limited to the
Share, to a person or persons selected by UCI of GA in accordance with the terms
and conditions set forth herein; and
WHEREAS, the Shareholder is the sole shareholder of the Company, and the
Share represents all the issued and outstanding capital stock of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Shareholder hereby irrevocably grants
unto UCI of GA and its successors and assigns (the "Optionholder") an option to
the person or persons selected by the Optionholder (the "Purchaser") to purchase
any and all shares of the common stock of the Company now or hereafter owned by
Shareholder, including but not limited to the Share, at the price and upon the
terms and conditions described herein, exercisable upon presentation of this
Option and payment of the purchase price as follows:
1. OPTION SHARE: Shareholder represents and warrants that: (a) as of the
date hereof, the Share constitutes the sole share of stock or other
securities held directly or indirectly by Shareholder in the Company;
and (b) Shareholder owns, and shall deliver at the closing (as
described below), the Share free and clear of all of pledges,
options, security interests, liens, claims, or other encumbrances
whatsoever and has full right, power, and authority to option and
transfer the Share as described herein.
2. EXERCISE PRICE: Exercise of this Option requires the payment of One
Hundred and No/100 ($100.00) Dollars in cash or personal check by the
Purchaser to the Shareholder (the "Exercise Price").
3. OPTION PERIOD: This Option shall expire, and the Shareholder's
restrictions hereunder shall terminate, upon the earlier of (i) three
years after the effective date of the dissolution of the Company,
unless the Company is earlier reinstated pursuant to the Georgia
Business Corporation Code, as amended, in which event this Option
shall not terminate; or (ii) the consummation of the exercise of this
Option as set forth herein; or (iii) the written consent of UCI of
GA.
4. OPTION EXERCISE: The Optionholder may exercise this Option by
providing written notice (an "Exercise Notice") indicating the name
of the Purchaser(s), to the Shareholder at the Shareholder's notice
address set forth below, whereupon closing of the purchase of the
Share shall take place at the date set forth in the Exercise Notice
(but not sooner than one (1) day nor later than ten (10) days after
the date the Exercise Notice is delivered to the Shareholder), or at
such other date as the Purchaser and the Shareholder shall agree.
Closing shall take place at the principal office of UCI of GA in
Columbia, South Carolina, or at such other place as the
Optionholder and the Shareholder
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shall agree. The purchase of the Share pursuant to this Option shall
be effective for all purposes at the time the Purchaser tenders
payment to the Shareholder of the Exercise Price.
5. TRANSFER UPON EXERCISE: Upon delivery to the Shareholder of the
Exercise Notice by the Optionholder, the Shareholder (or in the event
of the Shareholder's death, the personal representative of
Shareholder) shall timely deliver or cause to be delivered to the
Purchaser on the date and at the place of closing set forth in the
Exercise Notice such stock certificates and stock powers, duly
endorsed for transfer, as are necessary to complete the transfer of
the Share to Purchaser. Upon delivery to the Purchaser of such
instruments, the Purchaser shall immediately pay the Exercise Price
to the Shareholder.
6. RESTRICTIONS ON SHARES: So long as this Option remains
outstanding, (a) the Shareholder shall retain full title to, and
reserve for the benefit of the Optionholder, the Share; (b)
certificates representing the Share shall bear an appropriate legend
reflecting the Optionholder's rights under this Option; and (c) the
Shareholder shall not transfer the Share except pursuant to this
Option without the Optionholder's prior written consent which may be
withheld for any or no reason. Any transfer in violation of this
Section shall be null, void, and without effect. The Shareholder
hereby acknowledges that the restrictions set forth in this Section
are necessary to maintain the number and identity of the shareholders
of the Company and are not manifestly unreasonable. Each certificate
evidencing shares of stock of the Company now or hereafter held by
the Shareholder shall bear a conspicuous statement in substantially
the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN
STOCK PURCHASE OPTION AND RESTRICTION AGREEMENT (THE "OPTION"), A COPY
OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY PURPORTED
TRANSFER OR DISPOSITION OF SUCH SHARES IN VIOLATION OF THE OPTION SHALL
BE COMPLETELY NULL AND VOID.
7. VOTING AND OTHER SHAREHOLDER RIGHTS: Optionholder shall have none of the
voting or other rights of a shareholder with respect to the Share which are
the subject of this Option granted hereby until such Share has been fully
paid for upon valid exercise of this Option.
8. ANTI-DILUTION FEATURES: In the event that the Company proposes,
while this Option remains outstanding, (a) to make a stock dividend, stock
distribution, stock split, reverse stock split, stock reclassification, or
(b) to undergo a recapitalization, merger, consolidation, share exchange, or
sale of all or substantially all assets in return for securities of another
company, the Exercise Price and/or the number of shares subject to this
Option shall be adjusted equitably so that the Optionholder shall be
entitled to require that the Shareholder transfer to the Purchaser appointed
by the Optionholder for a proportionate aggregate price an equity and
economic position in the Company consistent with the equity and economic
position in the Company available under this Option at the date hereof.
Notwithstanding anything contained herein to the contrary, in the event for
any reason the Shareholder is the owner of multiple shares of the capital
stock of the Company, the term "Share" as used herein shall be deemed to
include any and all such shares of the capital stock of the Company owned by
Shareholder from time to time.
9. RESIGNATION: The Shareholder shall be deemed to have resigned as an officer
and director of the Company at the time the Purchaser tenders payment to the
Shareholder of the Exercise Price as set forth in Section 4.
10. LICENSE TO PRACTICE MEDICINE: The Shareholder hereby represents and warrants
that as of the date hereof Shareholder is licensed to practice medicine in
the State of Georgia.
11. NOTICE OF CERTAIN EVENTS: So long as this Option has not expired or been
terminated pursuant to Section 3 hereof, (i) if the Company shall desire to
amend its bylaws or its Articles of Incorporation; or (ii) if any
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capital reorganization of the Company, reclassification of the capital stock
of the Company, consolidation or merger of the Company with or into another
corporation, sale lease, or transfer of all or substantially all of the
property and assets of the Company shall desire to be effected; or (iii) if
the Company shall desire to pay any dividend, in shares of stock or cash or
otherwise, or make any distribution upon the shares of its capital stock,
then in any such case, the Company shall cause to be delivered to the
Optionholder, at least thirty (30) days prior to the record date fixed for
the purpose of determining shareholders entitled to vote on such action, or
to receive such dividend, distribution, or offer, or to receive shares or
other assets deliverable upon such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation, or
winding up, as the case may be, a notice containing a brief description of
the proposed action and stating such record date.
12. SPECIFIC PERFORMANCE: Each party hereto acknowledges and agrees that the
other parties hereto would be damaged irreparably in the event any of the
provisions of this Option are not performed in accordance with their
specific terms or otherwise breached. Accordingly, each party agrees that
the other parties hereto shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Option and to specifically
enforce this Option and the terms and provisions hereof in any action
instituted in any court of the United States of any state thereof having
jurisdiction over the parties and the matter, in addition to any other
remedy to which it may be entitled, at law or in equity.
13. MISCELLANEOUS: The Optionholder shall be entitled to assign this Option to
any person or other entity, including but not limited to any corporation
controlled by or under common control with the Optionholder, or in
connection with the acquisition of, or the sale of substantially all of, the
assets of the Optionholder. This option may not be assigned by Shareholder
without the prior written consent of the Optionholder. This Option shall
inure to the benefit of the Optionholder and its successors and assigns and
shall be binding upon the Shareholder and his heirs and permitted assigns.
This Option may be modified or amended, and rights and obligations hereunder
may be waived, only in writing, signed by the Optionholder and the
Shareholder. This Option shall be governed by and construed in accordance
with the laws of the State of South Carolina. The parties consent to
jurisdiction and venue for any dispute arising hereunder in the courts for
Richland County, South Carolina. All terms and provisions of this Option
shall be severable from all other terms and provisions of this Option.
Notices required or permitted hereunder must be in writing and shall be
deemed given when placed in the U.S. certified mail, return receipt
requested, with postage prepaid, addressed to the recipient at the notice
address set forth below, or when personally delivered to the recipient.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Option and Restriction Agreement under seal to be legally binding and effective
this 1st day of September, 1998.
Notice Addresses: SHAREHOLDER:
- ---------------- -----------
1901 Main Street
Mail Code 1105 /s/ D. MICHAEL STOUT, M.D.
Columbia, SC 29201 --------------------------------
D. Michael Stout, M.D.
UCI OF GA:
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UCI MEDICAL AFFILIATES OF GEORGIA, INC.
1901 Main Street, Suite 1200
Mail Code 1105
Columbia, South Carolina 29201 By: /s/ M. F. MCFARLAND, III, M.D.
-----------------------------------
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Attn: Jerry F. Wells, Jr. M. F. McFarland, III, M.D.
Its: President and Chief Executive
Officer
COMPANY:
-------
DOCTOR'S CARE OF GEORGIA, P.C.
1901 Main Street, Suite 1200
Mail Code 1105
Columbia, South Carolina 29201 By: /s/ JERRY F. WELLS, JR.
Attn: Jerry F. Wells, Jr. ----------------------------------
Jerry F. Wells, Jr.
Its: Secretary and Treasurer
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