Exhibit 10.13
SPECIMENS OF STOCK OPTION
AGREEMENTS
IDX SYSTEMS
CORPORATION
STOCK OPTION
AGREEMENT
(attached to Notice of Grant of Stock
Options)
1. Grant of Option . IDX
Systems Corporation, a Vermont corporation (the
“Company”), hereby grants to the individual (the
“Optionee”) specified on the Notice of Grant of Stock
Option to which this Agreement is attached (the
“Notice”), an option (the “Option”)
pursuant to the Company’s 1995 Stock Option Plan (the
“Plan”) to purchase the number of shares specified in
the Notice of Common Stock, $0.01 par value per share
(“Common Stock”) of the Company at the price per share
specified in the Notice, purchasable as set forth in and subject to
the terms and conditions of the Notice, this Agreement, and the
Plan. Except where the context otherwise requires, the term
“Company” shall include the parent and all present and
future subsidiaries of the Company as defined in Sections 424 (e)
and 424 (f) of the Internal Revenue Code of 1986, as amended or
replaced from time to time (the “Code”) and all of the
Company’s predecessors, successors and assigns.
2. Incentive Stock Option .
This Option is not intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
3. Exercise of Option and Provisions
for Termination.
(a) Expiration . The Option
shall expire on the date that is ten (10) years after the date of
grant set forth in the Notice (the “Expiration Date”).
The Option may not be exercised at any time after the Expiration
Date.
(b) Vesting Schedule . Except
as otherwise provided in this Agreement, the Option shall become
exercisable prior to the Expiration Date in four annual increments,
each representing one-fourth of the total number of shares subject
to the Option, as set forth in the Notice. The right of exercise
shall be cumulative so that it shall be exercisable, in whole or in
part, with respect to all vested shares not purchased at any time
prior to the Expiration Date or the earlier termination of this
Option.
(c) Exercise Procedure .
Subject to the conditions set forth in this Agreement, this Option
shall be exercised by the Optionee’s delivery of written
notice of exercise to the Secretary of the Company, specifying the
number of shares to be purchased and the purchase price to be paid
therefor and accompanied by payment in full in accordance with
Section 4. Such exercise shall be effective upon receipt by the
Secretary of the Company of such written notice together with the
required payment. The Optionee may purchase less than the number of
shares covered hereby, provided that no partial exercise of this
Option may be for any fractional share or for fewer than ten whole
shares.
(d) Continuous Employment
Required . Except as otherwise provided in this Section 3, this
Option may not be exercised unless the Optionee, at the time he or
she attempts to exercise this Option, is, and has been at all times
since the date of grant of this Option, an employee of the Company
or as a consultant of the Company subsequent to the termination of
employment with the Company.
(e) Exercise Period Upon
Termination of Employment . If the Optionee ceases to be
employed by the Company for any reason, or ceases to continue
working for the Company as a consultant subsequent to the
termination of employment with the Company, then, except as
provided in paragraphs (f) and (g) below, the right to exercise
this Option shall terminate 30 days after such cessation (but in no
event after the Expiration Date), provided that this Option shall
be exercisable only to the extent that the Optionee was entitled to
exercise this Option on the date of such cessation. The
Company’s obligation to deliver shares upon the exercise of
this Option shall be subject to the satisfaction of all applicable
federal, state and local income and employment tax withholding
requirements, arising by reason of this Option being treated as a
non-statutory option or otherwise. Notwithstanding the foregoing,
if the Optionee, prior to the Expiration Date, materially violates
the non-competition or confidentiality provisions of any employment
contract, confidentiality and nondisclosure agreement or other
agreement between the Optionee and the Company, the right to
exercise this Option shall terminate immediately upon written
notice to the Optionee from the Company describing such
violation.
(f) Exercise Period Upon Death or
Disability . If the Optionee dies or becomes disabled prior to
the Expiration Date while he or she is an employee of the Company,
or ceases to continue working for the Company as a consultant
subsequent to the termination of employment by the Company, or if
the Optionee dies within three months after the Optionee ceases to
be an employee or consultant of the Company, this Option shall be
exercisable, within the period of one year following the date of
death or disability of the Optionee (but in no event after the
Expiration Date), by the Optionee or by the person to whom this
Option is transferred by will or the laws of descent and
distribution, provided that this Option shall be exercisable by the
Optionee on the date of his or her death or disability. Except as
otherwise indicated by the context, the term
“Optionee”, as used in this Option, shall be deemed to
include the estate of the Optionee or any person who acquires the
right to exercise this Option by bequest or inheritance or
otherwise by reason of the death of the Optionee.
(g) Resignation of Employment
. If the Optionee, prior to the Expiration Date, voluntarily
resigns from employment with the Company, the right to exercise
this Option shall terminate immediately upon such
resignation.
4. Payment of Purchase Price
.
(a) Method of Payment .
Payment of the purchase price for shares purchased upon exercise of
this Option shall be made (i) by delivery to the Company of cash or
a check to
the order of the Company in an amount equal to
the purchase price of such shares, (ii) subject to the consent of
the Company, by delivery to the Company of shares of Common Stock
of the Company then owned by the Optionee having a fair market
value equal in amount to the purchase price of such shares, (iii)
by any other means which the Board of Directors determines are
consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of
Rule 16b-3 under the Securities Exchange Act of 1934 and
Regulations T promulgated by the Federal Reserve Board), or (iv) by
any combination of such methods of payment.
(b) Valuation of Shares or Other
Non-Cash Consideration Tendered in Payment of Purchase Price .
For the purposes hereof, the fair market value of any share of the
Company’s Common Stock or other non-cash consideration which
may be delivered to the Company in exercise of this Option shall be
determined in good faith by the Board of Directors of the
Company.
(c) Delivery of Shares Tendered
in Payment of Purchase Price . If the Optionee exercises
Options by delivery of shares of Common Stock of the Company, the
certificate or certificates representing the shares of Common Stock
of the Company to be delivered shall be duly executed in blank by
the Optionee or shall be accompanied by a stock power duly executed
in blank suitable for purposes of transferring such shares to the
Company. Fractional shares of Common Stock of the Company will not
be accepted in payment of the purchase price of shares acquired
upon exercise of this Option.
(d) Restrictions on Use of Option
Stock . Notwithstanding the foregoing, no shares of Common
Stock of the Company may be tendered in payment of the purchase
price of shares to be so tendered were acquired within twelve (12)
months before the date of such tender, through the exercise of an
Option granted under the Plan or any other stock option or
restricted stock plan of the Company.
5. Delivery of Shares; Compliance
with Securities Laws, Etc .
(a) General . The Company
shall, upon payment of the Option price for the number of shares
purchased and paid for, make prompt delivery of such shares to the
Optionee, provided that if any law or regulation requires the
Company to take any action with respect to such shares before the
issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to complete such
action.
(b) Listing, Qualification,
Etc . This Option shall be subject to the requirement that if,
at any time, counsel to the Company shall determine that the
listing, registration or qualification of the shares subject hereto
upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental or regulatory body, or
that the disclosure of non-public information or the satisfaction
of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares hereunder, this
Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval,
disclosure or satisfaction of such other condition shall have been
effected or
obtained on terms acceptable to the Board of
Directors. Nothing herein shall be deemed to require the Company to
apply for, effect or obtain such listing, registration,
qualification, or disclosure, or to satisfy such other
condition.
6. Nontransferability of
Option . Except as provided in paragraph (f) of Section 3, this
Option is personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) nor shall any such rights be
subject to execution, attachment or similar process. Upon any
unauthorized attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this Option or of such rights contrary to the
provisions hereof, or upon the levy of any attachment or similar
process upon this Option or such rights, this Option and such
rights shall, at the election of the Company, become null and void.
Notwithstanding the foregoing, Optionee may transfer by gift all or
any portion of the Option to any lineal descendent (including any
legally adopted child), spouse or parent, or to any trust or
similar entity of which such a person is the
beneficiary.
7. No Special Employment
Rights . Nothing contained in the Plan or this Option shall be
construed or deemed by any person under any circumstances to bind
the Company to continue the employment of the Optionee for the
period within which this Option may be exercised.
8. Termination of the Plan; No
Right to Future Grants; Extraordinary Item of Compensation. By
entering into the Notice and Stock Option Agreement, the Optionee
acknowledges: (i) that the Plan is discretionary in nature and may
be suspended or terminated by the Company at any time; (ii) that
the grant of the Option is a one-time benefit which does not create
any contractual or other right to receive future grants of options,
or benefits in lieu of options; (iii) that all determinations with
respect to any such future grants, including, but not limited to,
the times when options shall be granted, the number of shares
subject to each option, the option price, and the time or times
when each option shall be exercisable, will be at the sole
discretion of the Company; (iv) that the Optionee’s
participation in the Plan is voluntary; (v) that the value of the
option is an extraordinary item of compensation which is outside
the scope of the Optionee’s employment contract, if any; and
(vi) that the Option is not part of normal or expected compensation
for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.
9. Cancellation and Rescission of
Option .
(a) General . The Company may
cancel, rescind, suspend, withhold or otherwise limit or restrict
any options that have not been exercised at any time if the
Optionee is not in compliance with all applicable provisions of
this Agreement and the Plan, or if the Optionee engages in any
“Detrimental Activity.” For purposes of this Section 9,
“Detrimental Activity” shall include: (i) the rendering
of services for any organization or engaging directly or indirectly
in any business which is or becomes competitive with the Company,
or which organization or business, or the rendering of services to
such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company; (ii)
the
disclosure to anyone outside the Company, or the
use in other than the Company’s business, without prior
written authorization from the Company, of any confidential
information or material, as defined in any agreement between the
Optionee and the Company, including without limitation the
Company’s Employment, Non-competition and Non-disclosure
Agreement, relating to the business of the Company, acquired by the
Optionee either during or after employment with the Company; (iii)
the failure or refusal to disclose promptly and to assign to the
Company, pursuant to any agreement between the Optionee and the
Company, including without limitation the Company’s
Employment, Non-competition and Non-disclosure Agreement, all
right, title and interest in any invention or idea, patentable or
not, made or conceived by the Optionee during employment by the
Company, relating in any manner to the actual or anticipated
business, research or development work of the Company or the
failure or refusal to do anything reasonably necessary to enable
the Company to secure a patent where appropriate in the United
States and in other countries; (iv) activity that results in
termination of the Optionee’s employment for cause; (v) a
violation of any rules, policies, procedures or guidelines of the
Company; (vi) any attempt directly or indirectly to induce any
employee of the Company to be employed or perform services
elsewhere or any attempt directly or indirectly to solicit the
trade or business of any current or prospective customer, supplier
or partner of the Company; or (vii) any other conduct or act
determined to be injurious, detrimental or prejudicial to any
interest of the Company.
(b) Rescission . Upon
exercise of an Option pursuant to this Stock Option Agreement, the
Optionee shall certify in a manner acceptable to the Company that
he or she is in compliance with the terms and conditions of the
Plan. In the event a Optionee fails to comply with the provisions
of paragraphs (a)(i)-(vii) of this Section 9 prior to, or during
the six months after, any exercise, payment or delivery pursuant to
an Option, such exercise, payment or delivery may be rescinded
within two years thereafter. In the event of any such rescission,
the Optionee shall pay to the Company the amount of any gain
realized or payment received as a result of the rescinded exercise,
payment or delivery, in such manner and on such terms and
conditions as may be required by the Company, and the Company shall
be entitled to set-off against the amount of any such gain any
amount owed to the Optionee by the Company.
10. Rights as a Shareholder .
The Optionee shall have no rights as a shareholder with respect to
any shares which may be purchased by exercise of this Option
(including, without limitation, any rights to receive dividends or
non-cash distributions with respect to such shares) unless and
until a certificate representing such shares is duly issued and
delivered to the Optionee. No adjustment shall be made for
dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
11. Data Privacy . By
entering into the Notice and Stock Option Agreement, the Optionee:
(i) authorizes the Company, and any agent of the Company
administering the Plan or providing Plan recordkeeping or
communication services, to disclose to the Company such information
and data as the Company shall request in order to facilitate the
grant of past, present or future options and the administration of
the Plan; (ii) waives any data privacy rights he or she may have
with respect to such information; and (iii) authorizes the Company
to store and transmit such information in electronic
form.
12. Adjustment Provisions
.
(a) General . If, through, or
as a result of, any merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the
outstanding shares of Common Stock are increased or decreased or
are exchanged for a different number or kind of shares or other
securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other
non-cash assets are distributed with respect to such shares of
Common Stock or other securities, the Optionee shall, with respect
to this Option or any unexercised portion hereof, be entitled to
the rights and benefits, and be subject to the limitations, set
forth in Section 15(a) of the Plan.
(b) Board Authority to Make
Adjustments . Any adjustments under this Section 12 will be
made by the Board of Directors, whose determination as to what
adjustments, if any, will be made and the extent thereof will be
final, binding and conclusive. No fractional shares will be issued
pursuant to this Option on account of any such
adjustments.
(c) Limits on Adjustments .
No adjustment shall be made under this Section 12 which would,
within the meaning of any applicable provision of the Code,
constitute a modification, extension or renewal of this Option or a
grant of additional benefits to the Optionee.
13. Mergers, Consolidation,
Distributions, Liquidations Etc . In th
