Exhibit 10.33
STOCK PURCHASE OPTION AND
RESTRICTION AGREEMENT
THIS STOCK PURCHASE OPTION AND
RESTRICTION AGREEMENT (the “Option”) is made as of this
27th day of May, 2005, to be effective as of May 27, 2005, by and
among Barry E. Fitch, P.T. (the “Shareholder”), UCI
Medical Affiliates of South Carolina, Inc., a South Carolina
corporation (“UCI of SC”), and Progressive Physical
Therapy, P.A., a South Carolina professional corporation (the
“Company”).
WHEREAS, Shareholder is the owner of
1,000 shares of the issued and outstanding shares (the
“Shares”) of the common stock of the
Company;
WHEREAS, UCI of SC requires that the
Shareholder grant this Option pursuant to which UCI of SC may
require that the Shareholder offer to sell any and all shares of
the common stock of the Company owned by Shareholder, including but
not limited to the Shares, to a person or persons selected by UCI
of SC in accordance with the terms and conditions set forth herein;
and
WHEREAS, the Shareholder is the sole
shareholder of the Company, and the Shares represent all the issued
and outstanding capital stock of the Company.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, the Shareholder hereby irrevocably grants unto UCI of
SC and its successors and assigns (the “Optionholder”)
an option to the person or persons selected by the Optionholder
(the “Purchaser”) to purchase any and all shares of the
common stock of the Company now or hereafter owned by Shareholder,
including but not limited to the Shares, at the price and upon the
terms and conditions described herein, exercisable upon
presentation of this Option and payment of the purchase price as
follows:
1. Option Share: Shareholder
represents and warrants that: (a) as of the date hereof, the Shares
constitute all the issued and outstanding shares of stock or other
securities held directly or indirectly by Shareholder in the
Company; and (b) Shareholder owns, and shall deliver at the closing
(as described below), the Shares free and clear of all of pledges,
options, security interests, liens, claims, or other encumbrances
whatsoever and has full right, power, and authority to option and
transfer the Shares as described herein.
2. Exercise Price: Exercise
of this Option requires the payment of One Hundred and No/100
($100.00) Dollars in cash or personal check by the Purchaser to the
Shareholder (the “Exercise Price”).
3. Option Period: This Option
shall expire, and the Shareholder’s restrictions hereunder
shall terminate, upon the earlier of (i) three years after the
effective date of the dissolution of the Company, unless the
Company is earlier reinstated pursuant to the South Carolina
Business Corporation Code, as amended, in which event this Option
shall not terminate; or (ii) the consummation of the exercise of
this Option as set forth herein; or (iii) the written consent of
UCI of SC.
4. Option Exercise: The
Optionholder may exercise this Option by providing written notice
(an “Exercise Notice”) indicating the name of the
Purchaser(s), to the Shareholder at the Shareholder’s notice
address set forth below, whereupon closing of the purchase of the
Share shall take place at the date set forth in the Exercise Notice
(but not sooner than one (1) day nor later than ten (10) days after
the date the Exercise Notice is delivered to the Shareholder), or
at such other date as the Purchaser and the Shareholder shall
agree. Closing shall take place at the principal office of UCI of
SC in Columbia, South Carolina, or at such other place as the
Optionholder and the Shareholder shall agree. Notwithstanding
anything contained herein, the purchase of the Shares pursuant to
this Option shall be effective for all purposes at the time the
Purchaser tenders payment to the Shareholder of the Exercise Price,
whereupon for all purposes Shareholder shall no longer be a
shareholder of the Company, and the Purchaser shall be deemed to
own all right, title and interest in and to all the shares of the
common stock of the Company owned by the Shareholder, including but
not limited to, the Shares.
5. Transfer Upon Exercise:
Upon delivery to the Shareholder of the Exercise Notice by the
Optionholder, the Shareholder (or in the event of the
Shareholder’s death, the personal representative of
Shareholder) shall timely deliver or cause to be delivered to the
Purchaser on the date and at the place of closing set forth in the
Exercise Notice such stock certificates and stock powers, duly
endorsed for transfer, as are necessary to complete the transfer of
the Shares to Purchaser. Upon delivery to the Purchaser of such
instruments, the Purchaser shall immediately pay the Exercise Price
to the Shareholder.
6. Restrictions on Shares: So
long as this Option remains outstanding, (a) the Shareholder shall
retain full title to, and reserve for the benefit of the
Optionholder, the Shares; (b) certificates representing the Shares
shall bear an appropriate legend reflecting the
Optionholder’s
