Exhibit 10.18(ii)
INCENTIVE STOCK OPTION
AGREEMENT
UNDER THE
MEDECISION, INC. 2006 EQUITY INCENTIVE PLAN
This Incentive Stock Option
Agreement (this “ Agreement ”) evidences the
grant by MEDecision, Inc. to
[ ]
(the “ Optionee ”) of an option to purchase up
to
[ ]
shares of MEDecision, Inc. common stock at the price and on the
terms set forth herein (the “ Option ”).
This Option is in all respects subject to the terms of the
MEDecision, Inc. 2006 Equity Incentive Plan, which terms are
incorporated herein by this reference. Unless the context
otherwise requires, capitalized terms used herein will have the
meanings defined in the Plan.
1.
Nature of the Option
. To the maximum extent
permitted by Section 422(d) of the Code, this Option is intended to
be an Incentive Stock Option. To the extent this Option
exceeds the limit set forth in Section 422(d) of the Code, it will
be treated as a Non-Qualified Stock Option.
2.
Date of Grant; Term of
Option .
This Option was
granted on
[ ]
(the “ Grant Date ”) and may not be
exercised later than the tenth anniversary of the Grant Date,
subject to earlier termination as provided in the Plan and in this
Agreement.
3.
Option Exercise Price
. The purchase price
for Shares subject to this Option is
$[ ]
per Share, an amount intended to reflect the Fair Market
Value on the Grant Date.
4.
Exercise of Option
.
(a)
Right to Exercise . Subject to Section 7 of the Plan
(and provided, in each case, that the Optionee remains in
continuous service with the Company or an Affiliate of the Company
through the applicable vesting date), the Option will become
exercisable during its term only in accordance with the terms and
provisions of the Plan and this Agreement, as follows:
[insert vesting
provision]
(b)
Method of Exercise . This Option shall be
exercisable by written notice which shall state the election to
exercise this Option, the number of Shares in respect to which the
Option is being exercised and such other representations of
agreements as to the Optionee’s investment intent with
respect to such Shares as may be required by the Company hereunder
or pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company or such
other person as may be designated by the Company. The written
notice shall be accompanied by payment of the purchase price and
the amount of any tax withholding arising in connection with the
exercise of the Option. Payment of the purchase price shall
be in cash, by cashier’s check or by such other method of
payment authorized by the Board.
(c)
Issuance of Shares . The Optionee will have no right
to vote or receive dividends and will have no other rights as a
shareholder with respect to any Shares subject hereto,
notwithstanding the exercise of the Option with respect to those
Shares, until the issuance
(as evidenced by
the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of those Shares.
Any certificate evidencing Shares acquired upon exercise of this
Option will be legended as required under the Plan and/or as
appropriate under applicable law.
5.
Compliance with Laws
. Notwithstanding any
other provision of this Agreement, this Option may not be exercised
if the issuance of Shares upon such exercise would violate any law,
regulation or exchange listing requirement (including, without
limitation, Exchange Act Rule 16b-3). The Board may from time
to time modify the terms of this Option or impose additional
conditions on the exercise of this Option as it deems necessary or
appropriate to facilitate compliance with any law, regulation or
exchange listing requirement.
6.
Nontransferability of
Option . This Option may not
be sold, pledged, assigned, hypothecated, gifted, transferred or
disposed or in any manner either voluntarily or involuntarily by
the operation of law, other than by the will or by the laws of
descent or distribution, and may be exercised during the lifetime
of the Optionee only by such Optionee. Subject to the
foregoing and the terms of the Plan, the terms of this Option shall
be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
7.
Continuation of
Service . Neither the Plan nor
this Agreement shall confer upon any Optionee any right to continue
in the service of the Company or any of its Affiliates or limit in
any respect the right of the Company or its Affiliates to discharge
the Optionee at any time, with or without cause and with or without
notice.
8.
Protection of Confidential
Information; Covenant Not to Compete .
(a)
In view of the fact that the Optionee’s work for the Company
will bring Optionee into close contact with many confidential
affairs of the Company not readily available to the public, the
Optionee agrees:
i.
to keep secret and retain in the strictest confidence all
Confidential Information (as defined below) and Trade Secrets (as
defined below) of the Company learned by Optionee heretofore or
hereafter, and not to disclose them to anyone outside of the
Company, either during or after the term of employment or service,
except in the course of performing his duties hereunder or with the
Company’s express written consent; and
ii.
To deliver promptly to the Company on termination of employment or
service, or at any time the Company may so request, all memoranda,
notes, records, reports, manuals, drawings and other documents
relating to the Company’s business and all property
associated therewith that the Optionee may then possess or have
under the Optionee’s control.
iii.
For purposes of this Agreement, “ Confidential
Information ” shall mean information disclosed to the
Optionee or known by the Optionee as a consequences or through his
employment by or service for the Company, not generally known in
the industry in which the Company is or may become engaged, about
the Company’s products, processes, and services, including
but not limited to information relation to research, development,
inventions, manufacture, purchasing, accounting, engineering,
marketing, merchandising and selling. For purposes of this
Agreement, “ Trade Secret ̶
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