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Option Agreement > ATHENAHEALTH, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE ATHENAHEALTH, INC. 2007 STOCK OPTION AND INCENTIVE PLAN
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INCENTIVE STOCK OPTION
AGREEMENT
UNDER THE ATHENAHEALTH, INC.
2007 STOCK OPTION AND INCENTIVE PLAN
Name of
Optionee:
No. of Option Shares:
Option Exercise Price per Share: $
[FMV on
Grant Date (110% of FMV if a 10% owner)]
Grant Date:
Expiration Date:
[up to
10 years (5 if a 10% owner)]
Pursuant to the
athenahealth, Inc. 2007 Stock Option and Incentive Plan, as amended
through the date hereof (the “Plan”), athenahealth,
Inc. (the “Company”) hereby grants to the Optionee
named above an option (the “Stock Option”) to purchase
on or prior to the Expiration Date specified above all or part of
the number of shares of Common Stock, par value $0.01 per share
(the “Stock”), of the Company specified above at the
Option Exercise Price per Share specified above subject to the
terms and conditions set forth herein and in the Plan.
1.
Exercisability Schedule . No portion of this Stock Option
may be exercised until such portion shall have become exercisable.
Except as set forth below, and subject to the discretion of the
Administrator (as defined in Section 1 of the Plan) to
accelerate the exercisability schedule hereunder, this Stock Option
shall be exercisable with respect to the following number of Option
Shares on the dates indicated:
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Incremental Number of
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Option Shares Exercisable*
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Exercisability Date
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(___%)
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(___%)
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(___%)
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(___%)
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(___%)
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*
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Max. of
$100,000 per yr.
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Once exercisable,
this Stock Option shall continue to be exercisable at any time or
times prior to the close of business on the Expiration Date,
subject to the provisions hereof and of the Plan.
athenahealth
— form of incentive stock option agreement for
employees
(a) The
Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of
this Stock Option, the Optionee may give written notice to the
Administrator of his or her election to purchase some or all of the
Option Shares purchasable at the time of such notice. This notice
shall specify the number of Option Shares to be
purchased.
Payment of the
purchase price for the Option Shares may be made by one or more of
the following methods: (i) in cash, by certified or bank check
or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of
shares of Stock that have been purchased by the Optionee on the
open market or that are beneficially owned by the Optionee and are
not then subject to any restrictions under any Company plan and
that otherwise satisfy any holding periods as may be required by
the Administrator; (iii) by the Optionee delivering to the
Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to
pay the option purchase price, provided that in the event the
Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment
procedure; or (iv) a combination of (i), (ii) and
(iii) above. Payment instruments will be received subject to
collection.
The transfer to
the Optionee on the records of the Company or of the transfer agent
of the Option Shares will be contingent upon the Company’s
receipt from the Optionee of full payment for the Option Shares, as
set forth above and any agreement, statement or other evidence that
the Company may require to satisfy itself that the issuance of
Stock to be purchased pursuant to the exercise of Stock Options
under the Plan and any subsequent resale of the shares of Stock
will be in compliance with applicable laws and regulations. In the
event the Optionee chooses to pay the purchase price by
previously-owned shares of Stock through the attestation method,
the number of shares of Stock transferred to the Optionee upon the
exercise of the Stock Option shall be net of the shares attested
to.
(b) The
shares of Stock purchased upon exercise of this Stock Option shall
be transferred to the Optionee on the records of the Company or of
the transfer agent upon compliance to the satisfaction of the
Administrator with all requirements under applicable laws or
regulations in connection with such issuance and with the
requirements hereof and of the Plan. The determination of the
Administrator as to such compliance shall be final and binding on
the Optionee. The Optionee shall not be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any
shares of Stock subject to this Stock Option unless and until this
Stock Option shall have been exercised pursuant to the terms
hereof, the Company or the transfer agent shall have transferred
the shares to the Optionee, and the Optionee’s name shall
have been entered as the stockholder of record on the books of the
Company.
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