Exhibit 10.3
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT, dated this
_____ day of __________, 200_, between QUALITY SYSTEMS, INC., a
California corporation (hereinafter referred to as the
“ Company ”), and _________________, an employee of the Company,
its parent or one or more of its subsidiaries (hereinafter referred
to as the “ Optionee
”), is made with reference to the following
facts:
The Company desires, by affording the Optionee an
opportunity to purchase shares of Common Stock, $0.01 par value, in
the Company (hereinafter called “ Common Stock ”), as hereinafter
provided, to carry out the purpose of the Company’s 2005
Stock Option and Incentive Plan (the “ Plan ”). Terms not otherwise
defined herein shall have the meaning given them under the
Plan.
NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants hereinafter set forth, and for other good and valuable
consideration, the parties hereto have agreed, and do hereby agree,
as follows:
The Company hereby irrevocably grants to the
Optionee the right and option (hereinafter called the
“ Option ”) to purchase all or any part of an aggregate of
_____________ shares (such number being subject to adjustment as
provided in the Plan) on the terms and conditions herein set forth.
The Option granted herein is intended to be an “incentive
option” within the meaning of the Plan and Section 422A
of the Internal Revenue Code of 1986, as amended (the
“ Code ”).
Subject to adjustment as provided in the Plan, the
purchase price of the Common Stock covered by the Option shall be
$____________ per share, representing one hundred percent (100%) of
the Fair Market Value of a share as determined pursuant to
Section 2.3(f) of the Plan as of the date hereof. The purchase
price of stock acquired pursuant to an Option shall be paid at the
time the Option is exercised either in cash or by tendering any
other form of legal consideration that may be acceptable to the
Board and permitted under the Plan.
The term of the Option shall commence on the date
hereof and all rights to purchase shares hereunder shall cease at
11:59 P.M. on the day before the ___________ anniversary of the
date hereof, subject to earlier termination as provided herein.
Except as may otherwise be provided in this Agreement, the Option
granted hereunder shall become exercisable in cumulative
installments as follows:
Date
Installments First
Become Exercisable
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Number of Option Shares
Subject to Installment
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Once an installment of the Option granted hereunder
becomes exercisable for the first time, the shares subject thereto
will be purchasable thereafter by the Optionee at any time in
whole, or from time-to-time in part, prior to the expiration or
earlier termination of the Option granted hereunder. Except as
provided in Section 5
hereof, the Option may not be exercised at any time
unless the Optionee shall have been continuously, from the date
hereof to the date of the exercise of the Option, an employee of
the Company, its parent, if any, or of one or more of its
subsidiaries or a corporation or a parent or subsidiary of a
corporation issuing or assuming an option to which
Section 424(a) of the Code applies. The holder of the Option
shall not have any of the rights of a shareholder with respect to
the shares covered by the Option as to any shares of Common Stock
not actually issued and delivered to such holder.
The Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and the Option may
be exercised, during the lifetime of the Optionee, only by the
Optionee. More particularly (but without limiting the generality of
the foregoing), the Option may not be assigned, transferred (except
as provided in Section 5(c)
hereof), pledged or hypothecated in any way, shall
not be assignable by operation of law and shall not be subject to
execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the Option, shall be null and
void and without effect.
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6.
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Termination of Employment
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(a)
Termination of Employment Other than by
Disability, Death or Retirement . In
the event that an Optionee’s Termination of Employment occurs
at Optionee’s election for any reason other than by
retirement (as described in Section
5(d) below) or at the Company’s
election for Cause, the Option shall terminate immediately. In the
event an Optionee’s Termination of Employment occurs at the
election of the Company without Cause, the Optionee may exercise
his or her Option (to the extent that the Optionee was entitled to
exercise it at the date of termination) but only within such period
of time ending on the earlier of (i) the date three (3)
mo