THE OPTIONS GRANTED BY THIS STOCK OPTION AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT
OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE
144.
20/20 LASER CENTERS, INC.
STOCK OPTION AGREEMENT
20/20 Laser Centers, Inc. (the "Company") hereby grants to Eric D. Donnenfeld,
M.D. ("Optionee"), effective as of September 19, 1996, options (the "Options")
to purchase shares of common stock, $.0.01 par value, of the Company (the
"Option Shares") pursuant to (1) that certain letter agreement between the
Company and Optionee dated November 9, 1995 regarding Optionee's guaranty of the
Summit excimer laser purchased by the Company through DVI Financial (the "Laser
Agreement"), and (2) that certain letter agreement (the "MPSO Agreement") from
the Company to Optionee dated as of June 23, 1995 regarding Optionee's services
as a Medical Practice Site Organizer and a City Organizer in the New York
Metropolitan area (collectively, the "Service Agreements"). This Stock Option
Agreement is intended to formalize the Options that Optionee has earned pursuant
to the Service Agreements. The Options are subject to the terms and conditions
set forth below. Capitalized terms not defined herein shall have the meaning as
set forth in the Service Agreements.
1. Number of Option Shares: 115,000 shares (the "Option Shares")
2. Exercise Price: $0.01 per Option Share.
3. Type of Option: The Options shall not be considered as qualified stock
options under Section 422 of the Internal Revenue Code. The Options are
granted to Optionee's as compensation for personal services pursuant to
Rule 701 under the Securities Exchange Act of 1933 (the "Act").
4. Method of Exercise; Payment.
(a) Subject to paragraph 5 hereof, the Options may be exercised by the
Optionee, in whole or in part and from time to time, by tendering to
the Company at its principal office a notice of exercise form
attached hereto as Appendix A duly executed, together with the Stock
Option Agreement and payment to the Company by check of an amount
equal to the Exercise Price multiplied by the number of Option
Shares purchased.
(b) Promptly following receipt from the Optionee of the notices and
instruments required for the Optionee to exercise the Options,
including payment of the then applicable Exercise Price, the Company
shall issue to the Optionee a certificate for the number of Option
Shares acquired. If all of the Options are not exercised, the
Company shall return the Stock Option Agreement to the Optionee,
together with a written notice indicating the aggregate number of
shares acquired upon the current and all prior exercises of the
Options.
5. Expiration of Options: The Options will expire on March 1, 1999. If
Optionee does not exercise the respective Options on or before such
expiration date set forth above, then the Options will be null and void.
6. Acknowledgments of Optionee: The Options granted pursuant to this Stock
Option Agreement are personal to the Optionee and, prior to exercising
such Options, may not be assigned or transferred to any other person
except by will or the laws of descent and distribution. The Optionee
acknowledges that he was informed that the Option Shares are not currently
registered under the Act. Even after the Options are exercised, unless the
Company has registered the Option Shares under the Act at that time, the
Option Shares may not be transferred or otherwise disposed of unless the
Option Shares are subsequently registered under the Act or an exemption
from such registration is available. The Optionee was informed that the
Company is under no obligation to register the Option Shares under the Act
or to comply with any other applicable exemption under the Act with
respect to the Option Shares. However, the undersigned is aware that the
Company has entered into a Share for Share Exchange Agreement (the "Share
Exchange Agreement") dated December 15, 1996 with TLC The Laser Center,
Inc. ("TLC") pursuant to which, if the transaction contemplated therein
closes, TLC will have obligations to register TLC shares held by the
Company's former shareholders under the circumstances described in the
Share Exchange Agreement and other documents referenced therein. The
undersigned will not sell or otherwise transfer the Option Shares, except
by will or the laws of descent and distribution or except when such sale
or transfer is made in compliance with the Act and all applicable federal,
state and local laws. The Optionee accepts the Options described herein in
full satisfaction of all stock options and rights to receive any stock
compensation under the Service Agreements.
7. Restrictions on Transferability: The Option Shares granted upon exercise
of the Options may not be transferred or assigned in whole or in part
without compliance with applicable federal and state securities laws by
the transferor and the transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, if required by the Company). The Options Shares granted upon
exercise of this the Options shall be imprinted with a legend in
substantially the following form:
"THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME."
8. Adjustment of Option Shares and Change in Capital Structure
a. The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issuance of
bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise; provided,
however that no action shall be taken to increase the par value of
the Common Stock.
b. If the Company shall effect a subdivision or consolidation of shares
or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money,
services or property, then (1) the number, class, and per share
price of shares of Common Stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to
entitle the Optionee to receive upon exercise of an Option, for the
same aggregate cash consideration, the same total number and class
of shares as he would have received had the Optionee exercised his
or her Option in full immediately prior to the event requiring the
adjustment; and (2) the number and class of shares then reserved for
issuance as a result of Options outstanding shall be adjusted by
substituting for the total number
and class of shares of Common Stock then reserved that number and
class of shares of Common Stock that would have been received by the
owner of an equal number of outstanding shares of each class of
Common Stock as the result of the event requiring the adjustment.
c. After a merger of one or more corporations with the Company or after
a consolidation of the Company and one or more corporations, or the
sale of all or substantially all of the Company's assets in a
transaction where holders of the Common Stock of the Company shall
be entitled to receive securities in exchange for their Common
Stock, Optionee shall, at no additional cost, be entitled upon
exercise of such Option to receive (subject to any required action
by stockholders) in lieu of the number and class of shares as to
which such Option shall then be so exercisable, the number and class
of shares of stock or other securities to which Optionee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation if, immediately prior to such merger or consolidation,
Optionee had been the holder of record of the number and class of
shares of Common Stock equal to the number and class of shares as to
which such Option shall be so exercised.
d. Except as previously expressly provided, neither the issuance by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or
other securities, nor the increase or decrease of the number of
authorized shares of stock, nor the addition or deletion of classes
of stock, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number, class or price of shares of Common
Stock then subject to outstanding Options.
e. Adjustment under the preceding provisions of this section will be
made by the Board of Directors of the Company in good faith, whose
determination as to what adjustments will be made and the extent
thereof will be final, binding, and conclusive.
9. Authorization and Reservation of Shares. During the term of this Stock
Option Agreement, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for
the exercise of the rights to purchase Common Stock as provided for
herein.
10. No Fractional Share or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of the Optionee's
rights to purchase Common Stock, but in lieu of such fractional shares the
Company shall make a cash payment therefor upon the basis of the Exercise
Price then in effect.
11. Registry. The Company shall maintain a registry showing the name and
address of the registered Optionee of this Stock Option Agreement.
12. Miscellaneous. This Stock Option Agreement shall be governed by and
construed under the laws of the State of Maryland. The titles of the
sections and subsections of this Stock Option Agreement are for
convenience only and are not to be considered in construing this Stock
Option Agreement. All pronouns used in this Stock Option Agreement shall
be deemed to include masculine, feminine or neuter forms. This Stock
Option Agreement does not entitle the Optionee to any voting rights or
other rights as a shareholder of the Company prior to the exercise of the
Optionee's rights to purchase Common Stock as provided for herein. All
notices required or permitted to be given under this Stock Option
Agreement shall be in writing and shall be delivered in person, by
telecopy, by express courier or by certified mail, return receipt
requested, postage prepaid.
The Company, by its duly authorized officer, agrees to the terms and conditions
of this Stock Option Agreement.
ATTEST: 20/20 LASER CENTERS, INC.
By: /s/ Elizabeth A. Karmin By: /s/ Gary F. Jonas
------------------------- -------------------------------------
Secretary President and CEO
The Optionee accepts the Options subject to the terms and conditions of this
Stock Option Agreement and the MPSO Agreement.
WITNESS: OPTIONEE:
/s/ Eric D. Donnenfeld
- ---------------------- -------------------------------------
Eric D. Donnenfeld, M.D.
APPENDIX A
NOTICE OF EXERICISE
TO: 20/20 Laser Centers, Inc.
6701 Democracy Boulevard; Suite 200
Bethesda, Maryland 20817
1. The undersigned hereby elects to purchase ______ shares of the Common
Stock of 20/20 Laser Centers, Inc. pursuant to the terms of the attached
Stock Option Agreement, and tenders herewith payment of the purchase price
of such shares in full.
2. The undersigned further acknowledges that the undersigned was informed as
to and understands the circumstances under which the undersigned is
required to hold the Option Shares pursuant to the requirements of the
Securities Act of 1933 (the "Act") and other applicable state securities
laws.
3. The undersigned acknowledges that the undersigned was informed that the
Option Shares are not registered under the Act and may not be transferred
or otherwise disposed of unless the Option Shares are subsequently
registered under the Act or an exemption from such registration is
available. The undersigned was informed that the Company is under no
obligation to register the Option Shares under the Act or to comply with
Regulations A or D or any other applicable exemption under the Act with
respect to the Option Shares.
4. The Option Shares being purchased by the undersigned are solely for the
undersigned's own account and are being acquired for investment only and
not with a view to resale or distribution. No persons other than the
undersigned will have any interest in the Option Shares being purchased by
the undersigned. The undersigned will not sell or otherwise transfer the
Option Shares, except when such sale or transfer is made in compliance
with the Act and all state and local laws.
5. Please issue a certificate or certificates representing such shares of the
Common Stock in the name of the undersigned or in such other name as is
specified below.
-------------------------
(Name)
-------------------------
(Address)
-------------------------
-------------------------
Taxpayer ID #
- ----------------------------- -------------------------
(Date) (Signature)