Exhibit 4.1
STOCK OPTION CERTIFICATE
(Incentive Stock Option)
This Incentive Stock Option is
granted by
DIALYSIS CORPORATION OF
AMERICA
to:
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(“Optionee”)
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Address:
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c/o Dialysis
Corporation of America, 1302 Concourse Drive, Suite 204, Linthicum,
MD 21090
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in accordance
with and pursuant to the terms of the 1999 Stock Incentive Plan, as
amended (the “Plan”) of Dialysis Corporation of
America, a Florida corporation (the
“Company”).
The terms of
the Plan are incorporated by reference and shall be considered to
be a part of this Stock Option Certificate (the
“Option”). A copy of the Plan has been
provided to the Optionee.
The terms of
the Option granted:
1.
Grant . The board of directors of the Company
approved the recommendation of the Compensation Committee, and has
granted the Optionee this Option to purchase an aggregate of
_______ shares of common stock, $.0l par value (the
“Shares”), of the Company at the exercise price of
$_____ per share (“Exercise Price”) which was in excess
of the closing price of the common stock on the date of grant,
____________, subject to (i) adjustment in accordance with the
terms and conditions set forth in the Plan, and (ii) the vesting
schedule for the Option as set forth below in Section 3.
2.
Expiration . This Option shall expire at 5:00
p.m., local time, on _____________, subject to earlier termination
as provided in this Option and in the Plan.
3.
Vesting . This Option vests in equal amounts of
_______ Shares commencing on _____________, and thereafter on
_________ of each of the immediately succeeding three years,
subject to Sections 5 and 6 of this Option, and may be exercised
at the Exercise Price only up to the extent the Option has then
vested; and to the extent the Option has not vested, no exercise
for the non-vested portion of the Option may be effected
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4.
Exercise . This Option may be exercised by giving
written notice to the Company in the form attached as Exhibit A
stating the number of Shares of vested Options to be purchased and
(i) by concurrently tendering payment by cash (U.S. dollars) or
check equal to the Exercise Price for the Shares being purchased
upon such exercise, or (ii) at the discretion of the board of
directors, (a) through delivery of Shares having a Fair Market
Value equal as of the date of the exercise to the cash Exercise
Price of the Option, or (b) by delivery of the Optionee's personal
non-recourse note bearing interest payable not less than annually
at not less than 100% of the lowest applicable Federal rate, as
defined in Section 1274(d) of the Internal Revenue Code (the
“Code”) or any successor section of the Code, or (c)
consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds
representing the Exercise Price from the sale of the Shares
acquired upon exercise of the Option and an authorization to the
broker or selling agent to pay that amount representing the
Exercise Price to the Company, which sale shall be at the
Optionee’s direction at the time of exercise, or (iii) by any
combination of the above alternatives.
This Option
shall not be exercisable if the exercise will involve a violation
of any federal or state securities law or a violation of any of the
rules of the national securities exchanges or associations upon
which the Company’s securities are listed and trading,
currently the NASDAQ Stock Market.
This Option is
exercisable only by the Optionee, subject to certain rights of the
Optionee’s legal representative, as provided in the
Plan.
5.
Termination of Exercisability . Should your
Affiliation with the Company terminate for any reason, voluntary or
involuntary, for cause or otherwise, or due to death, retirement or
disability, the exercisability of the Option and the availability
of the Shares shall be governed by Sections 6.2, 6.3, and 6.4 of
the Plan.
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Section 6.2 of
the Plan – termination due to death, disability or retirement
at or after age 65, the Option is exercisable for nine (9) months
from such occurrence
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upon
retirement, any vesting period continues during such nine (9) month
period
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upon death or
permanent disability, the Option becomes fully
exercisable
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Section 6.3 of
the Plan –
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voluntary or
involuntary termination: the Option is exercisable for thirty (30)
days from such termination; Shares not vested are
forfeited
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involuntary
termination “for cause” (as defined in Section 6.3(b)
of the Plan): the Option is not exercisable and terminates
immediately; provided, the board has opted to give the
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