Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 78 433K
2: EX-3 Exhibit 3.1 17 56K
3: EX-3 Exhibit 3.2 8 36K
4: EX-10 Exhibit 10.1 9 32K
13: EX-10 Exhibit 10.10 12 39K
14: EX-10 Exhibit 10.11 5 18K
15: EX-10 Exhibit 10.12 10 33K
16: EX-10 Exhibit 10.13 5 20K
17: EX-10 Exhibit 10.14 9 40K
18: EX-10 Exhibit 10.15 6 27K
19: EX-10 Exhibit 10.16 5 26K
20: EX-10 Exhibit 10.18 4 16K
21: EX-10 Exhibit 10.19 4 16K
5: EX-10 Exhibit 10.2 10 52K
22: EX-10 Exhibit 10.20 5 25K
6: EX-10 Exhibit 10.3 10 52K
7: EX-10 Exhibit 10.4 34 61K
8: EX-10 Exhibit 10.5 34 61K
9: EX-10 Exhibit 10.6 12 26K
10: EX-10 Exhibit 10.7 10 24K
11: EX-10 Exhibit 10.8 5 19K
12: EX-10 Exhibit 10.9 5 19K
23: EX-24 Exhibit 24.2 1 8K
EX-10 — Exhibit 10.1
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MEDI-CEN MANAGEMENT, INC.
1998 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Medi-Cen Management, Inc. Stock Option Plan (the
"Plan") is to provide an additional incentive to directors, key employees,
independent contractors, agents and consultants of Medi-Cen Management, Inc.
(the "Company") to aid in attracting and retaining directors, employees,
independent contractors, agents and consultants of outstanding ability, and to
align their interests with those of shareholders.
SECTION 2. DEFINITIONS
Unless the context clearly indicates otherwise, the following terms,
when used in this Plan, shall have the meanings set forth in this Section 2.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986 and the rules
and regulations thereunder, as it or they may be amended from time to time.
(c) "Committee" shall mean the full Board, Compensation Committee of
the Board or such other committee as may be designated by the Board. If less
than the full Board, the Committee shall consist of two or more members of the
Board who are not eligible to participate in the Plan, and who otherwise are
"non-employee directors" under Rule 16b-3.
(d) "Date of Exercise" shall mean the earlier of the date on which
written notice of exercise, together with payment in full, is received at the
office of the Secretary of the Company or the date on which such notice and
payment are mailed to the Secretary of the Company as its principal office by
certified or registered mail.
(e) "Director" shall mean a member of the Board of Directors.
(f) "Employee" shall mean any employee or any officer of the Company or
any of its Subsidiaries, or any other person, who is an independent contractor,
agent or consultant of the Company or any of its Subsidiaries, and excluding any
director of the Company who is not otherwise an employee of the Company. For the
purposes of any provision of this Plan relating to Incentive Stock Options, the
term "Employee" shall be limited to mean any employee (as that term is defined
under Code
Section 3401(c)) or officer of the Company or any of its Subsidiaries, but not
any person who is merely an independent contractor, agent or consultant of the
Company or any of its subsidiaries.
(g) "Fair Market Value" of the Stock means, for all purposes of the
Plan unless otherwise provided (i) the mean between the high and low sales
prices of the Stock as reported on the National Market System or small cap
Market of the National Association of Securities Dealers, Inc., Automated
Quotation System, or any similar system of automated dissemination of quotations
of securities prices then in common use, if so quoted, or (ii) if not quoted as
described in clause (i), the mean between the high bid and low asked quotations
for the Stock as reported by the National Quotation Bureau Incorporated or such
other source as the Committee shall determine, or (iii) if the Stock is listed
or admitted for trading on any national securities exchange, the mean between
the high and low sales price, or the closing bid price if no sale occurred, of
the Stock on the principal securities exchange on which the Stock is listed. In
the event that the method for determining the Fair Market Value of the Stock
provided for above shall either be not applicable or not be practical, in the
opinion of the Committee, then the Fair Market Value shall be determined by such
other reasonable method as the Committee, in its discretion shall select and
apply.
(h) "Grantee" shall mean an Employee granted a Stock Option.
(i) "Granting Date" shall mean the date on which the Committee
authorizes the issuance of a Stock Option for a specified number of shares of
Stock to a specified Employee.
(j) "Incentive Stock Option" shall mean a Stock Option granted under
the Plan which is properly qualified under the provisions of Section 422 of the
Code.
(k) "Nonstatutory Stock Option" shall mean a Stock Option granted
within the Plan which is not an Incentive Stock Option or otherwise qualified
under similar tax provisions.
(l) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, or any rule in replacement thereof.
(m) "Stock" shall mean the Common Stock, par value $.01 per share, of
the Company.
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(n) "Stock Option" shall mean an Incentive Stock Option or Nonstatutory
Stock Option granted pursuant to the Plan to purchase shares of Stock.
SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN
The Company shall reserve 2,000,000 shares of Stock for issuance upon
the exercise of Stock Options granted pursuant to this Plan. Shares delivered
under the Plan may be authorized and unissued shares or issued shares held by
the Company in its treasury. If any Stock Options expire or terminate without
having been exercised, the shares of Stock covered by such Stock Option shall
become available again for the grant of Stock Options hereunder. Similarly, if
any Stock Options are surrendered for cash pursuant to the provisions of Section
7, the shares of Stock covered by such Stock Options shall also become available
again for the grant of Stock Options hereunder. Shares of Stock covered by Stock
Options surrendered for Stock pursuant to Section 7, however, shall not become
available again for the grant of Stock Options hereunder.
SECTION 4. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to it,
to determine the terms and provisions of Stock Options grants, and to make all
other determinations necessary or advisable for the administration of the Plan.
(b) It is intended that the Plan and any transaction hereunder meet all
of the requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission, as such rule is currently in effect or as hereafter modified or
amended, and all other applicable laws. If any provision of the Plan or any
transaction would disqualify the Plan or such transaction under, or would not
comply with, Rule 16b-3 or other applicable laws, such provision or transaction
shall be construed or deemed amended to conform to Rule 16b-3 or such other
applicable laws or otherwise shall be deemed to be null and void, in each case
to the extent permitted by law and deemed advisable by the Committee.
(c) Any controversy or claim arising out of or related to this Plan
shall be determined unilaterally by and at the sole discretion of the Committee.
SECTION 5. GRANTING OF STOCK OPTIONS
(a) Directors, Key Employees, independent contractors, agents and
consultants to the Company shall be eligible to receive Stock Options
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under the Plan. Only Employees shall be eligible to receive Incentive
Stock Options under the Plan.
(b) The option price of each share of Stock subject to an Incentive
Stock Option shall be at least 100% of the Fair Market Value of a share of the
Stock on the Granting Date.
(c) The option price of each share of Stock to a Nonstatutory Option
shall be 100% of the Fair Market Value of a share of the Stock on the Granting
Date, or such other price either greater than or less than the Fair Market Value
(but in no event less than the par value of the Stock) as the Committee shall
determine appropriate to the purposes of the Plan and to the Company's total
compensation program.
(d) The Committee shall determine and designate from time to time those
persons who are to be granted Stock Options and whether the particular Stock
Options are to be Incentive Stock Options or Nonstatutory Stock Options, and
shall also specify the number of shares covered by and the option price per
share of each Stock Option. Each Stock Option granted under the Plan shall be
clearly identified as to its status as a Nonstatutory Stock Option or an
Incentive Stock Option.
(e) The aggregate Fair Market Value (determined at the time the Stock
Option is granted) of the Stock with respect to which Incentive Stock Options
are exercisable for the first time by any individual during any calendar year
(under all plans of the individual's employer corporation) shall not exceed
$100,000.00.
(f) A Stock Option shall be exercisable during such period or periods
and in such installments as shall be fixed by the Committee at the time the
Stock Option is granted or in any amendment thereto; but each Stock Option shall
expire not later than ten (10) years from the Granting Date.
(g) The Committee shall have the authority to grant both transferable
Stock Options and nontransferable Stock Options, and to amend outstanding
nontransferable Stock Options to price for transferability. Each nontransferable
Stock Option intended to qualify under Rule 16b-3 or otherwise shall provide by
its terms that it is not transferable otherwise than by will or the laws of
descent and distribution or, except in the case of Incentive Stock Options,
pursuant to a "qualified domestic relations order" as defined by the Code, and
is exercisable, during the Grantee's lifetime, only by the Grantee. Each
transferable Stock Option may provide for such limitations on transferability
and exercisability as the Committee may designate at the time a Stock Option is
granted or is otherwise amended to provide for transferability.
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(h) Stock Options may be granted to an Employee or Director who has
previously received Stock Options or other options whether such prior Stock
Options are still outstanding, have previously been exercised or surrendered in
whole or in part, or are canceled in connection with the issuance of new Stock
Options.
(i) Notwithstanding the foregoing, the option price of an Incentive
Stock Option in the case of a Grantee who owns more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any of
its Subsidiaries, will not be less than one hundred ten percent (110%) of the
Fair Market Value of the Stock at the Granting date and in the case of such a
Grantee, the Incentive Stock Option may be exercised no more than five (5) years
after the Granting Date.
SECTION 6. EXERCISE OF STOCK OPTIONS
(a) Except as provided in Section 7, no Incentive Stock Option may be
exercised at any time unless the Grantee has been an Employee at all times
during the period beginning on the Granting Date and ending on the day three (3)
months before the date of such exercise.
(b) The Grantee shall pay the option price in full on the Date of
Exercise of a Stock Option in cash, by check, or by delivery of full shares of
Stock of the Company, duly endorsed for transfer to the Company with signature
guaranteed, or by an combination thereof. Stock will be accepted at its Fair
Market Value on the Date of Exercise.
(c) Subject to the approval of the Committee, or of such person to whom
the Committee may delegate such authority ("its designee"), and subject further
to the applicable regulations of any governmental authority, the Company may
loan to the Grantee a sum equal to an amount which is not in excess of 100% of
the purchase price of the shares of Stock acquired upon exercise of a Stock
Option, such loan to be evidenced by the execution and delivery of a promissory
note. Interest shall be paid on the unpaid balance of the promissory note at
such times and at such rate as shall be determined by the Committee or its
designee. Such promissory note shall be secured by the pledge to the Company of
shares of Stock having an aggregate purchase price on the date of purchase equal
to or greater than the amount of such note. A Grantee shall have, as to such
pledged shares of Stock, all rights of ownership including the right to vote
such shares of Stock and to receive dividends paid on such shares of Stock,
subject to the security interest of the Company. Such shares of Stock shall be
released by the Company from the pledge unless the proportionate amount of the
note secured thereby has been repaid to the Company; provided, however that
shares of Stock subject to a pledge may be used to pay all or part of the
purchase price of any other option
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granted hereunder or under any other stock incentive plan of the Company under
the terms and conditions of this Plan relating to the surrender of shares of
Stock in payment of the exercise price of an option. In such event, that number
of the newly purchased shares of Stock equal to the shares of Stock previously
pledged shall be immediately pledged as substitute security for the pre-existing
debt of the Grantee to the Company, and thereupon shall be subject to the
provisions hereof relating to pledged shares of Stock. All notes executed
hereunder shall be payable at such times and in such amounts and shall contain
such other terms as shall be specified by the Committee or its designee or
stated in the option agreement; provided, however, that such terms shall conform
to requirements contained in any applicable regulations which are issued by any
governmental authority.
SECTION 7. TERMINATION OF EMPLOYMENT
Except as otherwise provided by the Committee at the time an Incentive
Stock Option is granted or any amendment thereto, if a Grantee ceases to be an
Employee then:
(a) if termination of employment is voluntary or involuntary without
cause, the Grantee may exercise each Stock Option held by the Grantee within
three (3) months after such termination (but not after the expiration date of
the Stock Option) to the extent of the number of shares subject to the Stock
Option which are purchasable pursuant to its terms at the date of termination;
(b) if termination is for cause, all Stock Options held by the Grantee
shall be canceled as of the date of termination.
(c) subject to the provisions of Section 7(d), if termination is (i) by
reason of retirement at a time when the Grantee is entitled to the current
receipt of benefits under any retirement plan maintained by the Company, or (ii)
by reason of disability, each Stock Option held by the Grantee may be exercised
by the Grantee at any time (but not after the expiration date of the Stock
Option) (within one (1) year of termination in the case of Incentive Stock
Options) to the extent of the number of shares subject to the Stock Option which
were purchasable pursuant to its terms at the date of termination;
(d) if termination is by reason of the death of the Grantee, or if the
Grantee dies after retirement or disability as referred to in Section 7(c), each
Stock Option held by the Grantee may be exercised by the Grantee's estate, or by
any person who acquires the right to exercise the Stock Option by reason of the
Grantee's death, at any time within a period of three (3) years after death (but
not after the expiration date of the Stock Option) to the extent of the total
number of shares subject
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to the Stock Option which were purchasable pursuant to its terms at the
date of termination; or
(e) if the Grantee should die within three (3) months after voluntary
termination of employment or involuntary termination without cause, as
contemplated in Section 7(a), each Stock Option held by the Grantee may be
exercised by the Grantee's estate, or by any person who acquires the right to
exercise by reason of the Grantee's death, at any time within a period of one
(1) year after death (but not after the expiration date of the Stock Option) to
the extent of the number of shares subject to the Stock Option which were
purchasable pursuant to its terms at the date of termination.
SECTION 8. DIRECTOR PARTICIPATION
Except as otherwise provided by the Committee, at the time the Stock
Option, or any amendment thereto, is granted to a Director.
(a) if the Grantee shall cease to be a Director for reasons other than
death, each Stock Option held by the Grantee may be exercised at any time within
three (3) months of the date that the Grantee ceased to be a Director (but not
after the expiration date of the Stock Option) to the extent of the number of
shares subject to the Stock Option which were purchasable pursuant to its terms
at the date the Grantee ceased being a Director;
(b) if the Grantee shall cease to be a Director by reason of the death
of the Grantee, each Stock Option held by the Grantee may be exercised by the
Grantee's estate, or by any person who acquires the right to exercise the Stock
Option by reason of the Grantee's death, at any time within a period of three
(3) years after death (but not after the expiration date of the Stock Option) to
the extent of the total number of shares subject to the Stock Option which were
purchasable pursuant to its terms at the date the Grantee ceased being a
Director.
SECTION 9. ADJUSTMENTS
In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Stock, there shall be an appropriate
adjustment made by the Committee in the number and kind of shares that may be
granted in the aggregate and to Grantees under the Plan, the number and kind of
shares subject to each outstanding Stock Option and the option prices.
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SECTION 10. GENERAL PROVISIONS
(a) Each Stock Option shall be evidenced by a written instrument
containing such terms and conditions, not inconsistent with this Plan, as the
Committee shall approve.
(b) The granting of a Stock Option in any year shall not give the
Grantee any right to similar grants in future years. The granting of a Stock
Option in any year shall not give the Grantee any right to be retained in the
employ of the Company or interfere in any way with the right of the Company to
terminate an Employee's employment at any time.
(c) The Company shall have the right to deduct from any payment or
distribution under the Plan any federal, state or local taxes of any kind
required by law to be withheld with respect to such payments or to take such
other action as may be necessary to satisfy all obligations for the payment of
such taxes. In case distributions are made in shares of Stock, the Company shall
have the right to retain the value of sufficient shares of Stock to equal the
amount of tax to be withheld for such distributions or require a recipient to
pay the Company for any such taxes required to be withheld on such terms and
conditions prescribed by the Committee.
(d) No Grantee shall have any of the rights of a shareholder by reason
of a Stock Option until it is exercised.
(e) This Plan shall be construed and enforced in accordance with the
laws of the State of Maryland (without regard to the legislative or judicial
conflict of laws of any state), except to the extent superseded by federal law.
SECTION 11. AMENDMENT AND TERMINATION
(a) The Plan shall terminate on __________, 2008 and no Stock Option
shall be granted hereunder after that date, provided that the Board may
terminate the Plan at any time prior thereto.
(b) The Board may amend the Plan at any time without notice, provided,
however, that the Board may not, without prior approval by the shareholders, (i)
increase the maximum number of shares of Stock for which Stock Options may be
granted, (ii) materially increase the benefits accruing to participants under
the Plan, or (iii) materially modify the requirements as to eligibility for
participation in the Plan.
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(c) No termination or amendment of the Plan may, without the consent of
a Grantee to whom a Stock Option shall theretofore have been granted, adversely
affect the rights of such Grantee under such Stock Option.
SECTION 12. EFFECTIVE DATE AND SHAREHOLDERS' APPROVAL
The Plan shall become effective as of ___________.
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