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INTEGRAL SYSTEMS, INC. TERM SHEET FOR 2008 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTIONS

Option Agreement

INTEGRAL SYSTEMS, INC. TERM SHEET FOR 2008 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTIONS | Document Parties: INTEGRAL SYSTEMS INC You are currently viewing:
This Option Agreement involves

INTEGRAL SYSTEMS INC

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Title: INTEGRAL SYSTEMS, INC. TERM SHEET FOR 2008 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTIONS
Governing Law: Maryland     Date: 8/8/2008
Industry: Computer Services     Sector: Technology

INTEGRAL SYSTEMS, INC. TERM SHEET FOR 2008 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTIONS, Parties: integral systems inc
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Exhibit 10.2

INTEGRAL SYSTEMS, INC.

TERM SHEET FOR 2008 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTIONS

FOR GOOD AND VALUABLE CONSIDERATION, Integral Systems, Inc. (the “Company”), hereby grants to Participant named below the nonqualified stock option (the “Option”) to purchase any part or all of the number of shares of its common stock, $.01 par value per share (the “Common Stock”), that are covered by this Option, as specified below, at the Exercise Price per share specified below and upon the terms and subject to the conditions set forth in this Term Sheet, the Integral Systems, Inc. 2008 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated under such Plan, each as amended from time to time. This Option is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

 

 

 

 

Name of Participant:

 

Alan W. Baldwin

 

 

Social Security Number:

 

200-61-2062

 

 

Grant Date:

 

July 29, 2008

 

 

Number of Shares of Common Stock covered by Option:

 

60,000

 

 

Exercise Price Per Share:

 

$46.06

 

 

Expiration Date:

 

July 29, 2018

 

 

Vesting Schedule:

 

20,000 shares 7/29/09

20,000 shares 7/29/10

20,000 shares 7/29/11

In addition, if the Participant ceases to be a member of the Company’s board of directors (other than due to the Participant’s voluntary resignation from the board) or dies, the Option shall fully vest.

This Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. By accepting this Term Sheet, Participant acknowledges that he or she has received and read, and agrees that this Option shall be subject to, the terms of this Term Sheet, the Plan and the Standard Terms and Conditions. In the event of any conflict between this Term Sheet or the Standard Terms and Conditions and Section 3.7 of Participant’s employment agreement regarding the vesting and exercisability of the Options, the Term Sheet and the Standard Terms and Conditions shall apply.

 

 

 

 

 

 

 

 

 

 

INTEGRAL SYSTEMS, INC.

 

 

 

 

 

 

 

 

Participant Signature

 

 

 

 

By:

 

 

 

 

 

Address (please print):

Title:

 

Chief Financial Officer

 

 

 

4N737 Crane Road

 

 

 

 

 

 

St. Charles, IL 60175


INTEGRAL SYSTEMS, INC.

STANDARD TERMS AND CONDITIONS FOR

NONQUALIFIED STOCK OPTIONS

These Standard Terms and Conditions apply to any Options granted under the Integral Systems, Inc. 2008 Stock Incentive Plan (the “Plan”), which are identified as nonqualified stock options and are evidenced by a Term Sheet or an action of the Committee that specifically refers to these Standard Terms and Conditions.

 

1.

TERMS OF OPTION

Integral Systems, Inc. (the “Company”), has granted to the Participant named in the Term Sheet provided to said Participant herewith (the “Term Sheet”) a nonqualified stock option (the “Option”) to purchase up to the number of shares of the Company’s common stock (the “Common Stock”), set forth in the Term Sheet, at the purchase price per share and upon the other terms and subject to the conditions set forth in the Term Sheet, these Standard Terms and Conditions (as amended from time to time), and the Plan. For purposes of these Standard Terms and Conditions and the Term Sheet, any reference to the Company shall include a reference to any Subsidiary.

 

2.

NON-QUALIFIED STOCK OPTION

The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

 

3.

EXERCISE OF OPTION

The Option shall not be exercisable as of the Grant Date set forth in the Term Sheet. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Option shall be exercisable to the extent it becomes vested, as described in the Term Sheet, to purchase up to that number of shares of Common Stock as set forth in the Term Sheet provided that (except as set forth in Section 4.A below) Participant remains employed with the Company or is otherwise providing services to the Company and does not experience a termination of employment and other service. The vesting period and/or exercisability of an Option may be adjusted by the Committee to reflect the decreased level of employment during any period in which the Participant is on an approved leave of absence or is employed on a less than full time basis, provided that the Committee may take into consideration any accounting consequences to the Company.

To exercise the Option (or any part thereof), Participant shall deliver to the Company a “Notice of Exercise” on a form specified by the Committee, specifying the number of whole shares of Common Stock Participant wishes to purchase and how Participant’s shares of Common Stock should be registered (in Participant’s name only or in

 

2


Participant’s and Participant’s spouse’s names as community property or as joint tenants with right of survivorship).

The exercise price (the “Exercise Price”) of the Option is set forth in the Term Sheet. The Company shall not be obligated to issue any shares of Common Stock until Participant shall have paid the total Exercise Price for that number of shares of Common Stock. The Exercise Price may be paid in cash or by certified or cashiers’ check or by such other method as permitted by the Committee.

Fractional shares may not be exercised. Shares of Common Stock will be issued as soon as practical after exercise. Notwithstanding the above, the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.

 

4.

EXPIRATION OF OPTION

Except as provided in this Section 4, the Option shall expire and cease to be exercisable as of the Expiration Date set forth in the Term Sheet.

 

 

A.

If the Participant’s employment and other service terminates by reason of death or disability (as determined by the Committee in good faith), the Participant (or the Participant’s estate, beneficiary or l


 
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