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Exhibit 4.1
THE TRIZETTO GROUP,
INC.
QUALITY CARE SOLUTIONS,
INC.
STOCK OPTION PLAN
1.
Purposes of the Plan . In connection with The
TriZetto Group, Inc.’s ("TriZetto") acquisition of Quality
Care Solutions, Inc., a Nevada corporation ("QCSI" or the
"Company"), on January 11, 2007, TriZetto is adopting this
Stock Option Plan based on QCSI’s Stock Option Plan as
amended and restated through January 3, 2007. The purposes of
the Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to Employees and Consultants and to promote the success
of the business of QCSI. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant. Stock
Purchase Rights may also be granted under the Plan.
2.
Definitions . As used herein, the following definitions
shall apply:
a. " Administrator " means the Board of
Directors of TriZetto or any Committees thereof as shall be
administering the Plan in accordance with Section 4
hereof.
b. " Applicable Laws " means the
requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities
laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any
other country or jurisdiction where Options or Stock Purchase
Rights are granted under the Plan.
c. " Board " means the Board of Directors
of TriZetto.
d. " Code " means the Internal Revenue
Code of 1986, as amended.
e. " Committee " means a committee of
Directors appointed by the Board in accordance with Section 4
hereof.
f. " Common Stock " means the Common Stock
of TriZetto.
g. " Company " means Quality Care
Solution, Inc., a Nevada Corporation.
h. " Consultant " means any person who is
engaged by the Company or any Parent or Subsidiary to render
consulting or advisory services to such entity.
i. " Director " means a member of the
Board of Directors of TriZetto.
j. " Disability " means total and
permanent disability as defined in Company policy then in effect,
provided , however , that in the case of an Optionee
who has entered into an Employment Agreement with the Company, any
definition of "Disability" in such agreement shall govern and be
incorporated herein by this reference.
k. " Employee " means any person,
including Officers, employed by the Company or any Parent or
Subsidiary of the Company. A Service Provider shall not cease to be
an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any
successor. For purposes of Incentive Stock Options, no such leave
may exceed ninety days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so
guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. Neither service as a Director nor
payment of a director’s fee by the Company shall be
sufficient to constitute "employment" by the Company.
l. " Employment Agreement " shall mean an
agreement between the Optionee and the Company which is valid and
in force on the date of any action or determination required
hereunder.
m. " Exchange Act " means the Securities
Exchange Act of 1934, as amended.
n. " Fair Market Value " means, as of any
date (the "Determination Date"): (i) the closing price of a
Share on the New York Stock Exchange or the American Stock Exchange
(collectively, the "Exchange"), on the Determination Date, or, if
shares were not traded on the Determination Date, then on the
nearest preceding trading day during which a sale occurred; or
(ii) if such stock is not traded on the Exchange but is quoted
on NASDAQ or a successor quotation system, (A) the last sales
price (if the stock is then listed as a National Market Issue under
The Nasdaq National Market System) or (B) the mean between the
closing representative bid and asked prices (in all other cases)
for the stock on the Determination Date as reported by NASDAQ or
such successor quotation system; or (iii) if such stock is not
traded on the Exchange or quoted on NASDAQ but is otherwise traded
in the over-the-counter, the mean between the representative bid
and asked prices on the Determination Date; or (iv) if
subsections (i)-(iii) do not apply, the fair market value
established in good faith by the Board.
o. " Incentive Stock Option " means an
Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code.
p. " Nonstatutory Stock Option " means an
Option not intended to qualify as an Incentive Stock
Option.
q. " Officer " means a person who is an
officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated
thereunder.
r. " Option " means a stock option granted
pursuant to the Plan.
s. " Option Agreement " means a written or
electronic agreement between TriZetto and an Optionee evidencing
the terms and conditions of an individual Option grant. The Option
Agreement is subject to the terms and conditions of the
Plan.
t. " Option Exchange Program " means a
program whereby outstanding Options are exchanged for Options with
a lower exercise price.
u. " Optioned Stock " means the
Common Stock subject to an Option or a Stock Purchase
Right.
v. " Optionee " means the holder of an
outstanding Option or Stock Purchase Right granted under the
Plan.
w. " Parent " means a "parent
corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code.
x. " Plan " means this QCSI Stock Option
Plan.
y. " Restricted Stock " means shares of
Common Stock acquired pursuant to a grant of a Stock Purchase Right
under Section 11 below.
z. " Section 16(b) " means
Section 16(b) of the Securities Exchange Act of 1934, as
amended.
aa. " Service Provider " means an Employee
or Consultant.
bb. " Share " means a share of the Common
Stock, as adjusted in accordance with Section 12
below.
cc. " Stock Purchase Right " means a right
to purchase Common Stock pursuant to Section 11
below.
dd. " Subsidiary " means a "subsidiary
corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3.
Stock Subject to the Plan . Subject to
the provisions of Section 12 of the Plan, the maximum
aggregate number of Shares which may be subject to option and sold
under the Plan is 375,446 Shares. The Shares may be authorized but
unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right granted
pursuant to the Plan expires or becomes unexercisable without
having been exercised in full, or is surrendered pursuant to an
Option Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated). However, Shares that have
actually been issued under the Plan, upon exercise of either an
Option or Stock Purchase Right, shall not be returned to the Plan
and shall not become available for future distribution under the
Plan, except that if Shares of Restricted Stock are repurchased by
the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.
4.
Administration of the Plan.
a. Administrator. The Plan shall be
administered by the Board, or any Committee thereof, which shall be
the Administrator. The initial Administrator of the Plan shall be
the Compensation Committee of the Board of Directors.
b.
Powers of the Administrator. Subject to the
provisions of the Plan, the Administrator shall have the authority,
in its discretion to:
(i) determine the Fair Market Value;
(ii) select the Service Providers to whom Options
and Stock Purchase Rights may from time to time be granted
hereunder;
(iii) determine the number of Shares to be
covered by each such award granted hereunder;
(iv) approve forms of agreement for use under the
Plan;
(v) determine the terms and conditions, of any
Option or Stock Purchase Right granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the
time or times when Options or Stock Purchase Rights may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase
Right or the Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;
(vi) determine whether and under what
circumstances to make an offer that an Option may be settled in
cash under subsection 9(e) instead of Common Stock;
(vii) reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option has declined since the date the
Option was granted;
(viii) initiate an Option Exchange
Program;
(ix) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
(x) allow Optionees to satisfy withholding tax
obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option or Stock Purchase
Right that number of Shares having a Fair Market Value equal to the
amount required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by Optionees
to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary
or advisable; and
(xi) construe and interpret the terms of the Plan
and awards granted pursuant to the Plan.
c. Effect of Administrator’s
Decision . Subject to any contrary provisions in any Stock
Option Agreement or Employment Agreement, all decisions,
determinations and interpretations of the Administrator shall be
final and binding on all Optionees.
5.
Eligibility .
a. Nonstatutory Stock Options and Stock Purchase
Rights may be granted to Service Providers. Incentive Stock Options
may be granted only to Employees.
b. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be determined as
of the time the Option with respect to such Shares is
granted.
c. Neither the Plan nor any Option or Stock
Purchase Right shall confer upon any Optionee any right with
respect to continuing the Optionee’s relationship as a
Service Provider with the Company, nor shall it interfere in any
way with his or her right or the Company’s right to terminate
such relationship at any time, with or without cause, subject to
the terms and conditions of any Employment Agreements.
d. The maximum number of Shares of Common Stock
with respect to which Options may be granted to any single
Opt
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