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.
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Name of Participant:
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Alan W.
Baldwin
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Social Security Number:
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200-61-2062
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Grant Date:
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July 29,
2008
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Number of Shares of Common Stock covered by
Option:
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60,000
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Exercise Price Per Share:
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$46.06
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Expiration Date:
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July 29,
2018
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Vesting Schedule:
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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.
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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.
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INTEGRAL
SYSTEMS, INC.
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Participant Signature
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By:
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Address (please
print):
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Title:
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Chief Financial
Officer
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4N737 Crane
Road
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St. Charles, IL
60175
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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.
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.
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2.
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NON-QUALIFIED STOCK OPTION
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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.
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.
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.
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A.
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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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