EXHIBIT 4.5
INTEGRATED HEALTHCARE HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION AWARD
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Grantee's Name and Address: __________________________________________
__________________________________________
__________________________________________
You (the "Grantee") have been granted an option to purchase shares of
Common Stock, subject to the terms and conditions of this Notice of Stock Option
Award (the "Notice"), the Integrated Healthcare Holdings, Inc. 2006 Stock
Incentive Plan, as amended from time to time (the "Plan") and the Stock Option
Award Agreement (the "Option Agreement") attached hereto, as follows. Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Notice.
AWARD NUMBER: __________________________________________
DATE OF AWARD: __________________________________________
VESTING COMMENCEMENT DATE: __________________________________________
EXERCISE PRICE PER SHARE: $_________________________________________
TOTAL NUMBER OF SHARES SUBJECT
TO OPTION (THE "SHARES"): __________________________________________
TOTAL EXERCISE PRICE: $_________________________________________
TYPE OF OPTION: _________ Incentive Stock Option
_________ Non-Qualified Stock Option
EXPIRATION DATE: The _____-year anniversary of the Date of Award, unless
terminated sooner in accordance with the terms of the Stock Option Award
Agreement.
POST-TERMINATION EXERCISE PERIOD: Three (3) Months
Vesting Schedule:
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Subject to the Grantee's Continuous Service and other limitations set forth
in this Notice, the Plan and the Option Agreement, the Option may be exercised,
in whole or in part, in accordance with the following schedule:
1/3 of the Shares subject to the Option shall vest twelve months after the
Vesting Commencement Date, and an additional 1/3 of the Shares subject to the
Option shall vest on each yearly anniversary of the Vesting Commencement Date
thereafter.
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During any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of absence exceeds
a period of three (3) months. Vesting of the Option shall resume upon the
Grantee's termination of the leave of absence and return to service to the
Company or a Related Entity. The Vesting Schedule of the Option shall be
extended by the length of the suspension.
In the event of the Grantee's change in status from Employee to Consultant
or from an Employee whose customary employment is 20 hours or more per week to
an Employee whose customary employment is fewer than 20 hours per week, vesting
of the Option shall continue only to the extent determined by the Committee as
of such change in status.
In the event of termination of the Grantee's Continuous Service for Cause,
the Grantee's right to exercise the Option shall terminate concurrently with the
termination of the Grantee's Continuous Service, except as otherwise determined
by the Committee.
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this
Notice, the Plan, and the Option Agreement.
Integrated Healthcare Holdings, Inc.,
a Nevada corporation
By:_____________________________________
Title:__________________________________
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE GRANTEE'S CONTINUOUS
SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE RIGHT
OF THE COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO
TERMINATE THE GRANTEE'S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR
WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN
EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS
AT WILL.
The Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Option subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Plan, and the Option Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Notice, and fully
understands all provisions of this Notice, the Plan and the Option Agreement.
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The Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Option Agreement shall
be resolved by the Committee in accordance with Section 12 of the Option
Agreement. The Grantee further agrees to the venue selection and waiver of a
jury trial in accordance with Section 13 of the Option Agreement. The Grantee
further agrees to notify the Company upon any change in the residence address
indicated in this Notice.
Dated:____________________ Signed:__________________________________
Grantee
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AWARD NUMBER: ___________
INTEGRATED HEALTHCARE HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
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1. Grant of Option. Integrated Healthcare Holdings, Inc., a Nevada
corporation (the "Company"), hereby grants to the Grantee (the "Grantee") named
in the Notice of Stock Option Award (the "Notice"), an option (the "Option") to
purchase the Total Number of Shares of Common Stock subject to the Option (the
"Shares") set forth in the Notice, at the Exercise Price per Share set forth in
the Notice (the "Exercise Price") subject to the terms and provisions of the
Notice, this Stock Option Award Agreement (the "Option Agreement") and the
Company's 2006 Stock Incentive Plan, as amended from time to time (the "Plan"),
which are incorporated herein by reference. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Option
Agreement.
If designated in the Notice as an Incentive Stock Option, the Option is
intended to qualify as an Incentive Stock Option as defined in Section 422 of
the Code. However, notwithstanding such designation, the Option will qualify as
an Incentive Stock Option under the Code only to the extent the $100,000 dollar
limitation of Section 422(d) of the Code is not exceeded. The $100,000
limitation of Section 422(d) of the Code is calculated based on the aggregate
Fair Market Value of the Shares subject to options designated as Incentive Stock
Options which become exercisable for the first time by the Grantee during any
calendar year (under all plans of the Company or any Parent or Subsidiary of the
Company). For purposes of this calculation, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the shares subject to such options shall be determined as of the grant
date of the relevant option.
2. Exercise of Option.
(a) Right to Exercise. The Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The Option shall be
subject to the provisions of the Plan and this Option Agreement regarding a
Change in Control. The Grantee shall be subject to reasonable limitations on the
number of requested exercises during any monthly or weekly period as determined
by the Committee. In no event shall the Company issue fractional Shares.
(b) Method of Exercise. The Option shall be exercisable by delivery of
an exercise notice (a form of which is attached as Exhibit A) or by such other
procedure as specified from time to time by the Committee which shall state the
election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, and such other provisions as may be required by
the Committee. The exercise notice shall be delivered in person, by certified
mail, or by such other method (including electronic transmission) as determined
from time to time by the Committee to the Company accompanied by payment of the
Exercise Price and all applicable income and employment taxes required to be
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withheld. The Option shall be deemed to be exercised upon receipt by the Company
of such notice accompanied by the Exercise Price all applicable withholding
taxes, which, to the extent selected, shall be deemed to be satisfied by use of
the broker-dealer sale and remittance procedure to pay the Exercise Price
provided in Section 3(d), below to the extent such procedure is available to the
Grantee at the time of exercise and such an exercise would not violate any
Applicable Law.
(c) Taxes. The Company shall withhold all applicable taxes required by
law from all amounts paid in respect of the Option. A Participant may satisfy
the tax obligation with respect to the Option (i) by paying the amount of any
such taxes in cash or check (subject to collection), (ii) by the delivery (or
attestation of ownership) of shares of Stock or (iii) with the approval of the
Committee, by having shares of Stock deducted from the payment. Alternatively,
the Participant may satisfy such obligation by authorizing the simultaneous sale
of Shares (or a sufficient portion thereof) acquired upon exercise through a
brokerage or similar arrangement approved in advance by the Committee. The
amount of the withholding and, if applicable, the number of shares of Stock to
be delivered or deducted, as the case may be, shall be determined by the
Committee as of when the withholding is required to be made, provided that the
number of shares of Stock so withheld shall not exceed the minimum required
amount of such withholding.
(d) Restrictions on Exercise. The Option may not be exercised if the
issuance of the Shares subject to the Option upon such exercise would constitute
a violation of any Applicable Law. In addition, the Option may not be exercised
until such time as the Plan has been approved by the stockholders of the
Company. If the exercise of the Option within the applicable time periods set
forth in Section 5, 6 and 7 of this Option Agreement is prevented by the
provisions of this Section 4, the Option shall remain exercisable until one (1)
month after the date the Grantee is notified by the Company that the Option is
exercisable, but in any event no later than the Expiration Date set forth in the
Notice.
3. Method of Payment. Payment of the Exercise Price shall be made by any of
the following, or a combination thereof, at the election of the Grantee;
provided, however, that such exercise method does not then violate any
Applicable Law :
(a) cash;
(b) check;
(c) surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Committee may require which have a
Fair Market Value on the date of surrender or attestation equal to the aggregate
Exercise Price of the Shares as to which the Option is being exercised;
(d) payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (i) shall provide written instructions to a
Company-designated brokerage firm to effect the immediate sale of some or all of
the purchased Shares and remit to the Company sufficient funds to cover the
aggregate exercise price payable for the purchased Shares and (ii) shall provide
written directives to the Company to deliver the certificates for the purchased
Shares directly to such brokerage firm in order to complete the sale
transaction; or
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4. Termination or Change of Continuous Service. In the event the Grantee's
Continuous Service terminates, other than for Cause, the Grantee may, but only
during the Post-Termination Exercise Period, exercise the portion of the Option
that was vested at the date of such termination (the "Termination Date"). The
Post-Termination Exercise Period shall commence on the Termination Date. In the
event of termination of the Grantee's Continuous Service for Cause, the
Grantee's right to exercise the Option shall, except as otherwise determined by
the Committee, terminate concurrently with the termination of the Grantee's
Continuous Service (also the "Termination Date"). In no event, however, shall
the Option be exercised later than the Expiration Date set forth in the Notice.
In the event of the Grantee's change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant, the Option
shall remain in effect and the Option shall continue to vest in accordance with
the Vesting Schedule set forth in the Notice; provided, however, that with
respect to any Incentive Stock Option that shall remain in effect after a change
in status from Employee to Director or Consultant, such Incentive Stock Option
shall cease to be treated as an Incentive Stock Option and shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (1) day following
such change in status. Except as provided in Sections 5 and 6 below, to the
extent that the Option was unvested on the Termination Date, or if the Grantee
does not exercise the vested portion of the Option within the Post-Termination
Exercise Period, the Option shall terminate.
5. Disability of Grantee. In the event the Grantee's Continuous Service
terminates as a result of his or her Disability, the Grantee may, but only
within twelve (12) months commencing on the Termination Date (but in no event
later than the Expiration Date), exercise the portion of the Option that was
vested on the Termination Date; provided, however, that if such Disability is
not a "disability" as such term is defined in Section 22(e)(3) of the Code and
the Option is an Incentive Stock Option, such Incentive Stock Option shall cease
to be treated as an Incentive Stock Option and shall be treated as a
Non-Qualified Stock Option on the day three (3) months and one (1) day following
the Termination Date. To the extent that the Option was unvested on the
Termination Date, or if the Grantee does not exercise the vested portion of the
Option within the time specified herein, the Option shall terminate. Section
22(e)(3) of the Code provides that an individual is permanently and totally
disabled if he or she is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.
6. Death of Grantee. In the event of the termination of the Grantee's
Continuous Service as a result of his or her death, or in the event of the
Grantee's death during the Post-Termination Exercise Period or during the twelve
(12) month period following the Grantee's termination of Continuous Service as a
result of his or her Disability, the person who acquired the right to exercise
the Option pursuant to Section 7 may exercise the portion of the Option that was
vested at the date of termination within twelve (12) months commencing on the
date of death (but in no event later than the Expiration Date). To the extent
that the Option was unvested on the date of death, or if the vested portion of
the Option is not exercised within the time specified herein, the Option shall
terminate.
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7. Transferability of Option. The Option, if an Incentive Stock Option, may
not be transferred in any manner other than by will or by the laws of descent
and distribution and may be exercised during the lifetime of the Grantee only by
the Grantee. The Option, if a Non-Qualified Stock Option, may not be transferred
in any manner other than by will or by the laws of descent and distribution,
provided, however, that a Non-Qualified Stock Option may be transferred during
the lifetime of the Grantee to the extent and in the manner authorized by the
Committee. Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee's Incentive Stock Option or Non-Qualified Stock
Option in the event of the Grantee's death on a beneficiary designation form
provided by the Committee. Following the death of the Grantee, the Option, to
the extent provided in Section 6, may be exercised (a) by the person or persons
designated under the deceased Grantee's beneficiary designation or (b) in the
absence of an effectively designated beneficiary, by the Grantee's legal
representative or by any person empowered to do so under the deceased Grantee's
will or under the then applicable laws of descent and distribution. The terms of
the Option shall be binding upon the executors, administrators, heirs,
successors and transferees of the Grantee.
8. Term of Option. The Option must be exercised no later than the
Expiration Date set forth in the Notice or such earlier date as otherwise
provided herein. After the Expiration Date or such earlier date, the Option
shall be of no further force or effect and may not be exercised.
9. Change in Control.
(a) Additional Definitions: The following definitions shall apply in
the event of a Change in Control:
(i) "Assumed" means that, pursuant to a Change in Control, either
(i) the Award is affirmed by the Company (either expressly or by operation of
law) or (ii) the contractual obligations represented by the Award are assumed
(either expressly or by operation of law) by the successor entity or its Parent
in connection with the Change in Control with appropriate adjustments to the
number and type of securities of the successor entity or its Parent subject to
the Award and the exercise or purchase price thereof which at least preserves
the compensation element of the Award existing at the time of the Change in
Control as determined in accordance with the instruments evidencing the
agreement to assume the Award.
(ii) "Good Reason" means the occurrence after a Change in Control
of any of the following events or conditions unless consented to by the Grantee
(and the Grantee shall be deemed to have consented to any such event or
condition unless the Grantee provides written notice of the Grantee's
non-acquiescence within 30 days of the effective time of such event or
condition):
(A) a change in the Grantee's responsibilities or duties
which represents a material and substantial diminution in the Grantee's
responsibilities or duties as in effect immediately preceding the consummation
of a Change in Control;
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(B) a reduction in the Grantee's base salary to a level
below that in effect at any time within six (6) months preceding the
consummation of a Change in Control or at any time thereafter; or
(C) requiring the Grantee to be based at a location more
than 50 miles from the Grantee's job location immediately prior to the Change in
Control, unless such job location, as relocated, is closer to the Employee's
then principal residence than the Grantee's job location immediately prior to
the Change in Control and except for reasonably required travel on business
which is not materially greater than such travel requirements prior to the
Change in Control.
(iii) "Replaced" means that, pursuant to a Change in Control, the
Award is replaced with a comparable stock award or a cash incentive program of
the Company, the successor entity (if applicable) or Parent of either of them
which preserves the compensation element of such Award existing at the time of
the Change in Control and provides for subsequent payout in accordance with the
same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Committee and its
determination shall be final, binding and conclusive.
(b) Treatment upon a Change in Control.
(i) Effective upon the consummation of a Change in Control, all
outstanding Awards that are not Assumed or Replaced shall be cashed out for cash
or other consideration, as determined by the Committee as of the date of the
Change in Control.
(ii) Grantee's Award (if Assumed) or replacement Award (if
Replaced) shall automatically become fully vested, exercisable and payable and
be released from any repurchase or forfeiture rights (other than repurchase
rights exercisable at fair market value) for all of the Shares or cash at the
time represented by such Assumed or Replaced portion of the Award immediately
upon termination of such Grantee's Continuous Service provided such Continuous
Service is terminated by the successor company or the Company without Cause or
voluntarily by the Grantee with Good Reason within twenty-four (24) months after
the Change in Control.
(iii) Any Incentive Stock Option, the vesting of which is
accelerated hereunder in connection with a Change in Control, shall remain
exercisable as an Incentive Stock Option under the Code only to the extent the
$100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the
extent such dollar limitation is exceeded, the excess Options shall be treated
as Non-Qualified Stock Options.
10. Entire Agreement: Governing Law. The Notice, the Plan and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan and this Option Agreement (except as expressly provided therein) is
intended to confer any rights or remedies on any persons other than the parties.
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The Notice, the Plan and this Option Agreement are to be construed in accordance
with and governed by the internal laws of the State of California without giving
effect to any choice of law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of California to the
rights and duties of the parties. Should any provision of the Notice, the Plan
or this Option Agreement be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.
11. Construction. The captions used in the Notice and this Option Agreement
are inserted for convenience and shall not be deemed a part of the Option for
construction or interpretation. Except when otherwise indicated by the context,
the singular shall include the plural and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.
12. Administration and Interpretation. Any question or dispute regarding
the administration or interpretation of the Notice, the Plan or this Option
Agreement shall be submitted by the Grantee or by the Company to the Committee.
The resolution of such question or dispute by the Committee shall be final and
binding on all persons.
13. Venue and Waiver of Jury Trial. The Company, the Grantee, and the
Grantee's assignees pursuant to Section 7 (the "parties") agree that any suit,
action, or proceeding arising out of or relating to the Notice, the Plan or this
Option Agreement shall be brought in the United States District Court for the
Central District of California (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a California state court in the County of
Orange) and that the parties shall submit to the jurisdiction of such court. The
parties irrevocably waive, to the fullest extent permitted by law, any objection
the party may have to the laying of venue for any such suit, action or
proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If
any one or more provisions of this Section 14 shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.
14. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown in these instruments, or to such
other address as such party may designate in writing from time to time to the
other party.
END OF AGREEMENT
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EXHIBIT A
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INTEGRATED HEALTHCARE HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
EXERCISE NOTICE
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1301 N. Tustin Ave.
Santa Ana, CA. 92705
Attention: Secretary
1. Exercise of Option. Effective as of today, ______________, ___ the
undersigned (the "Grantee") hereby elects to exercise the Grantee's option to
purchase ___________ shares of the Common Stock (the "Shares") of Integrated
Healthcare Holdings, Inc. (the "Company") under and pursuant to the Company's
2006 Stock Incentive Plan, as amended from time to time (the "Plan") and the [ ]
Incentive [ ] Non-Qualified Stock Option Award Agreement (the "Option
Agreement") and Notice of Stock Option Award (the "Notice") dated
______________, ________. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Exercise Notice.
2. Representations of the Grantee. The Grantee acknowledges that the
Grantee has received, read and understood the Notice, the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.
3. Rights as Stockholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in the Plan.
4. Delivery of Payment. The Grantee herewith delivers to the Company the
full Exercise Price for the Shares, which, to the extent selected, shall be
deemed to be satisfied by use of the broker-dealer sale and remittance procedure
to pay the Exercise Price provided in Section 3(d) of the Option Agreement.
5. Tax Consultation. The Grantee understands that the Grantee may suffer
adverse tax consequences as a result of the Grantee's purchase or disposition of
the Shares. The Grantee represents that the Grantee has consulted with any tax
consultants the Grantee deems advisable in connection with the purchase or
disposition of the Shares and that the Grantee is not relying on the Company for
any tax advice.
6. Taxes. The Grantee agrees to satisfy all applicable foreign, federal,
state and local income and employment tax withholding obligations and herewith
delivers to the Company the full amount of such obligations or has made
arrangements acceptable to the Company to satisfy such obligations. If the
Company is required to satisfy any foreign, federal, state or local income or
employment tax withholding obligations as a result of such an early disposition,
the Grantee agrees to satisfy the amount of such withholding in a manner that
the Committee prescribes.
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7. Successors and Assigns. The Company may assign any of its rights under
this Exercise Notice to single or multiple assignees, and this agreement shall
inure to the benefit of the successors and assigns of the Company. This Exercise
Notice shall be binding upon the Grantee and his or her heirs, executors,
Committees, successors and assigns.
8. Construction. The captions used in this Exercise Notice are inserted for
convenience and shall not be deemed a part of this agreement for construction or
interpretation. Except when otherwise indicated by the context, the singular
shall include the plural and the plural shall include the singular. Use of the
term "or" is not intended to be exclusive, unless the context clearly requires
otherwise.
9. Administration and Interpretation. The Grantee hereby agrees that any
question or dispute regarding the administration or interpretation of this
Exercise Notice shall be submitted by the Grantee or by the Company to the
Committee. The resolution of such question or dispute by the Committee shall be
final and binding on all persons.
10. Governing Law; Severability. This Exercise Notice is to be construed in
accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties. Should any provision of this
Exercise Notice be determined by a court of law to be illegal or unenforceable,
such provision shall be enforced to the fullest extent allowed by law and the
other provisions shall nevertheless remain effective and shall remain
enforceable.
11. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the other party at its address as shown below beneath its signature, or to
such other address as such party may designate in writing from time to time to
the other party.
12. Further Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this agreement.
13. Entire Agreement. The Notice, the Plan and the Option Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee's interest except by
means of a writing signed by the Company and the Grantee. Nothing in the Notice,
the Plan, the Option Agreement and this Exercise Notice (except as expressly
provided therein) is intended to confer any rights or remedies on any persons
other than the parties.
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Submitted by: Accepted by:
- ------------ -----------
GRANTEE: INTEGRATED HEALTHCARE HOLDINGS, INC.:
By:__________________________________
_______________________________
(Signature) Title:_______________________________
Address: Address:
- ------- -------
_______________________________ 1301 N. Tustin Ave.
_______________________________ Santa Ana, CA. 92705
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