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EXHIBIT 10.3
SYMBION EMPLOYEE STOCK PURCHASE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into on the ______ day of
_________,
20__, Inc. (the "Company") and _________________ (the
"Participant"), in
connection with the grant of an Option pursuant to an Offering
under Section 5.4
of the Symbion Employee Stock Purchase Plan (the "Plan") that was
made
on ________________.
The Company established the Plan to be an employee stock purchase
plan
described in section 423 of the Internal Revenue Code in order to
provide
eligible employees with an opportunity to purchase the common stock
of the
Company. The Company amended the Plan effective February 22, 2006,
to provide
for separate offerings that are not eligible for the tax treatment
described in
section 423 of the Internal Revenue Code. The parties intend that
this grant be
treated as a Discretionary Option described in the Plan, subject to
the terms
stated in this Agreement.
1. Grant of Option. Subject to the terms and conditions set
forth
herein, the Company has granted to the Participant a Discretionary
Option to
purchase from the Company _________ shares of Stock at a price of
$______ per
share. This price is subject to adjustment as provided in Article
VIII of the
Plan. This Option expires at the close of business on
_____________, 20__,
unless it expires sooner pursuant to Paragraph 6. Except as
otherwise provided
in Paragraph 6 or in the Plan, this Option is exercisable at any
time prior to
the date it expires with respect to the number of shares of Stock
shown in the
schedule below.
<Table>
<Caption>
On and After
Shares Subject to Exercise
------------
--------------------------
<S>
<C>
_________, 20__
____ Shares
_________, 20__
Additional ____ Shares
_________, 20__
Additional ____ Shares
_________, 20__
Additional ____ Shares
</Table>
2.
Method of Exercise. The exercise of this Option is subject to
the
Participant's execution of a written stockholders agreement that
generally
applies to some or all of the stockholders of the Company, payment
of the
exercise price stated in Paragraph 1, and making arrangement for
any required
tax withholdings in a method that is acceptable to the Company or
the Committee.
The Participant may exercise this Option in whole or in part, from
time to time,
with respect to the number of whole shares of Stock that can be
purchased at
such time in accordance with Paragraph 1, by actual delivery of
written notice
to the Company at the address provided in Paragraph 10. Such notice
of exercise
shall:
(a) specify the number of whole shares of Stock to be purchased,
the
exercise price and, if applicable, the portion of the Option that
is being
exercised;
(b) contain evidence satisfactory to the Committee that the
person
exercising this Option is the Participant or has the right to
exercise this
Option; and
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(c) be accompanied by payment of the exercise price in
accordance
with the Plan and, in a manner that is acceptable to the Company or
the
Committee, payment of or arrangement for the payment of any
required federal,
state, and local withholding taxes that are due in connection with
the exercise.
3. Transfer and Exercise of Option. In general, this Option is
not
transferable and the Participant may not make any disposition of
this Option or
any interest herein during his or her lifetime, except for
transfers pursuant to
a will or the laws of descent and distribution; provided, however,
that the
Option may be transferred to the extent consented to by the
Committee. As used
herein, "disposition" means any sale, transfer, encumbrance, gift,
donation,
assignment, pledge, hypothecation, or other disposition, whether
similar or
dissimilar to those previously enumerated, whether voluntary or
involuntary, and
whether during the Participant's lifetime or upon or after the
Participant's
death, including, but not limited to, any disposition by operation
of law, by
court order, by judicial process, or by foreclosure, levy or
attachment, except
a transfer by will or by the laws of descent or distribution. Any
attempted
disposition in violation of this Paragraph is void.
4. Status of Participant. The Participant shall not be deemed a
stockholder of the Company with respect to any of the shares of
Stock subject to
this Option, except to the extent that such shares shall have been
purchased and
transferred to him or her. The Company is not required to issue
shares of Stock
purchased upon exercise of this Option until all applicable
requirements of law
have been complied with and such shares shall have been duly listed
on any
securities exchange on which the Stock may then be listed.
5. No Effect On Capital Structure. This Option shall not affect
the
right of the Company or any Affiliate to reclassify, recapitalize
or otherwise
change its capital or debt structure or to merge, consolidate,
convey any or
all of its assets, dissolve, liquidate, windup, or otherwise
reorganize.
6. Expiration of Option. The right to exercise this Option will
expire
on the date specified in Paragraph 1, which is seven years after
the date of
grant, provided that this Option will expire earlier on the soonest
of any of
the following circumstances to occur:
(a) Disability. Upon termination of employment due to the
Participant's disability (as defined in section 22(e)(3) of the
Code), the
Participant shall have the right for 12 months after such
disability to exercise
this Option in accordance with Paragraph 1 if the Participant was
otherwise
entitled to exercise any portion of this Option on the date of such
termination.
Thereafter, this Option shall terminate and cease to be
exercisable.
(b) Death. If the Participant dies, this Option shall be fully
exercisable by the Participant's legal representatives, heirs,
legatees, or
distributees for 12 months following the date of death if the
Participant was
entitled to exercise it on such date, without regard to the
schedule in
Paragraph 1. Thereafter, this Option shall terminate and cease to
be
exercisable.
(c) Other Termination of Employment. If the Participant's
employment
terminates for any reason other than the circumstances described
in
subparagraphs (a) or (b) above, the Participant may exercise this
Option for
three months after such termination, but only
2
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to the extent the Participant was able to do so under Paragraph 1
on the date of
termination of employment. Thereafter, this Option shall terminate
and cease to
be exercisable.
7. Committee Authority. Any question concerning the interpretation
of
this Agreement, any adjustments required to be made under the Plan
and any
controversy that may ar
