Exhibit 10.12
A.D.A.M., INC.
STOCK OPTION GRANT
A.D.A.M., Inc., a Georgia
corporation (the “Company”), hereby grants to the
optionee named below (“Optionee”) an option (this
“Option”) to purchase the total number of shares shown
below of Common Stock of the Company (the “Shares”) at
the exercise price per share set forth below (the “Exercise
Price”), subject to all of the terms and conditions on the
reverse side of this Stock Option Grant (“Grant”) and
the Company’s 2002 Stock Incentive Plan, as amended to the
date hereof (the “Plan”). If designated as an Incentive
Stock Option below, this Option is intended to qualify as an
“incentive stock option” (“ISO”) within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings
ascribed to them in the Plan. The terms and conditions set forth on
the reverse side hereof and the terms and conditions of the Plan
are incorporated herein by reference.
In witness whereof, this Stock
Option Grant has been executed by the Company by a duly authorized
officer as of the date specified hereon.
A.D.A.M., INC.
By:
Title: Chief Financial
Officer
Date of Grant:
Shares Subject to Option:
Exercise Price Per Share: $
Term of Option: 10
Years from Date of
Grant
Certificate Number:
Type of Stock Option:
X
Incentive
Nonqualified
Optionee hereby acknowledges receipt
of a copy of the Plan, represents that Optionee has read and
understands the terms and provisions of the Plan, and accepts this
Option subject to all the terms and conditions of the Plan and this
Stock Option Grant. Optionee acknowledges that there may be adverse
tax consequences upon exercise of this Option or disposition of the
Shares and that Optionee should consult a tax adviser prior to such
exercise or disposition. The Optionee must sign and return this
grant within fifteen (15) business days; if not, the grant is
considered null and void.
|
|
|
|
Signature of
Optionee
|
|
|
|
|
Name and SSN of
Optionee
|
1. Exercise Period of
Option . Subject to
the terms and conditions of this Grant and the Plan and unless
otherwise modified by a written modification signed by the Company
and Optionee, this Option may be exercised with respect to all of
the shares of Common Stock covered by this Option (“Option
Shares”) prior to the date which is the last day of the Term
set forth on the face hereof following the Date of Grant
(hereinafter “Expiration Date”) as follows:
(a) after one (1) year of continuous employment following
the Date of Grant, Optionee shall be entitled to exercise the
Option as to thirty-three percent (33%) of the Option Shares,
(b) after two (2) years of continuous employment
following the Date of Grant, Optionee shall be entitled to exercise
the Option as to sixty-six percent (66%) of the Option Shares
and (c) after three (3) years of continuous employment
following the Date of Grant, Optionee shall be entitled to exercise
the Option as to one-hundred percent (100%) of the Option
Shares. Optionee shall be considered to be employed by the Company
for all purposes under this Paragraph 1 if Optionee is an
Eligible Person (as that term is defined in the Plan). The
Compensation Committee of the Board of Directors of the Company
(the “Committee”) shall have discretion to determine
whether Optionee has ceased to be employed by the Company or any
Parent or Subsidiary of the Company and the effective date on which
such employment terminated (the “Termination Date”).
Notwithstanding anything contained herein to the contrary, if the
corporate position of Optionee is at any time altered or revised
such that Optionee’s responsibilities are materially reduced
or decreased for any reason, as determined by the Committee in its
sole discretion, the vesting of Shares under this Paragraph 1 shall
cease, effective as of the date of such reduction in
Optionee’s employment responsibilities; provided, however,
except as otherwise provided in this Agreement and the Plan,
Employee shall have the right to exercise this Option with respect
to Shares which have vested under this Paragraph 1 as of the date
of such reduction of Optionee’s responsibilities.
Notwithstanding the vesting schedule
set forth in this Paragraph 1, but subject to the terms and
conditions of this Option, this Option shall immediately become
fully exercisable and may be exercised with respect to all of the
Options Shares in the event there is a “Change of
Control.” The term “Change in Control” means the
occurrence of any of the following events:
(a) any person, within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or group of persons,
within the meaning of Exchange Act Rule 13d-5, acquires more than
fifty (50) percent in voting power of the Company’s
equity securities;
(b) the Board of Directors of the
Company as it is constituted on any day (the “Incumbent
Board”) changes so that on the following day (which day shall
be considered the day upon which the Change in Control occurs)
individuals who constitute the Incumbent Board cease for any reason
other than their deaths to constitute at least a majority of the
Board of Directors, provided that any individual becoming a
director subsequent to the Date of
