\n Date of Grant: April 11, 2001
\n Vesting Commencement Date: December 1, 2000
\n Exercise Price per Share: $0.13 per share
\n Total Number of Shares Granted: 255,000
\n Total Exercise Price: $33,150.00
\n Type of Option: Non-Qualified Stock Option
\n Term\/Expiration Date: April 10, 2008 (Seventh anniversary
\n of Date of Grant)
\n<\/c><\/s><\/table>\n Exercise and Vesting Schedule:
\n —————————–<\/p>\n
This Option shall vest and become exercisable according to the following
\nschedule:<\/p>\n
2<\/p>\n
Subject to the following paragraphs, this Option shall vest and become
\nexercisable with respect to thirty-three and one-third percent (33 1\/3%) of the
\nshares of the Company’s Common Stock subject to the Option (the “Shares”) on the
\none-year anniversary of the Option’s Vesting Commencement Date, and thereafter,
\nwith respect to thirty-three and one-third percent (33 1\/3%) of the Shares on
\neach successive twelve-month anniversary following the one-year anniversary of
\nthe Option’s Vesting Commencement Date (each, a “Vesting Date”), commencing with
\nthe first such anniversary, such that this Option shall be vested and
\nexercisable with respect to one hundred percent (100%) of the Shares on the
\nthird anniversary of the Option’s Vesting Commencement Date; provided, however,
\nthat Optionee has remained in Continuous Status as an Employee or Consultant as
\nof each Vesting Date.<\/p>\n
Notwithstanding the foregoing, this Option shall vest and become
\nexercisable with respect to one hundred percent (100%) of the Shares subject to
\nthe Option immediately prior to the earlier of (i) Optionee’s termination of
\nemployment with the Company for Good Reason or by the Company for any reason
\nother than Cause, death or Disability (each such term as defined in that certain
\nEmployment Agreement between the Company and Optionee, dated as of August 22,
\n2000, as may be amended from time to time), (ii) in addition to the conditions
\nupon which the Option may automatically accelerate and become exercisable in
\naccordance with the Plan, upon the consummation of the following: (a) any sale,
\nmerger, consolidation, tender offer or similar acquisition of shares, or other
\ntransaction or series of related transactions (each a “Transaction”) as a result
\nof which at least a majority of the voting power of the Company is not held,
\ndirectly or indirectly, by the persons or entities who held the Company’s
\nsecurities with voting power before such Transaction; (b) a sale or other
\ndisposition of all or substantially all of the Company’s assets, whether in one
\ntransaction or a series of related transactions; or (c) individuals who on the
\ndate hereof constitute the Board of Directors and any new Director (other than a
\nDirector designated by a person or entity who has entered into an agreement to
\neffect a transaction described in clause (a) or (b) above) whose nomination
\nand\/or election to the Board of Directors was approved by a vote of at least a
\nmajority of the Directors then still in office who either were Directors on the
\ndate hereof or whose election or nomination for election was previously so
\napproved, cease for any reason to constitute a majority of the Board of
\nDirectors.<\/p>\n
Termination Period:
\n ——————<\/p>\n
This Option may be exercised, to the extent vested, for three (3) months
\nafter Optionee ceases to be a Service Provider, or for twelve (12) months
\nfollowing the death or disability of Optionee as provided in the Plan, but in no
\nevent later than the Term\/Expiration Date as provided above.<\/p>\n
II. AGREEMENT<\/p>\n
1. Grant of Option. The Company hereby grants to the Optionee an Option
\nto purchase the number of Shares set forth in the Notice of Stock Option Grant
\n(the “Notice of Grant”), at the exercise price per share set forth in the Notice
\nof Grant (the “Exercise Price”). Notwithstanding anything to the contrary
\nanywhere else in this Stock Option Agreement, this grant of an Option is subject
\nto the terms, definitions and provisions of the Plan adopted by the Company,
\nwhich is incorporated herein by reference. This Option is not intended to, and
\ndoes <\/p>\n
2
\n 3<\/p>\n
not, qualify as an Incentive Stock Option as defined in Section 422 of the Code.<\/p>\n
2. Exercise of Option. This Option is exercisable as follows:<\/p>\n
(a) Right to Exercise.<\/p>\n
(i) This Option shall be exercisable cumulatively according
\nto the vesting schedule set out in the Notice of Grant. For purposes of this
\nStock Option Agreement, Shares subject to this Option shall vest based on
\nOptionee’s Continuous Status as an Employee or Consultant.<\/p>\n
(ii) This Option may not be exercised for a fraction of a
\nShare.<\/p>\n
(iii) In the event of Optionee’s termination of Continuous
\nStatus as an Employee or Consultant, the exercisability of the Option is
\ngoverned by Section 5 below.<\/p>\n
(iv) In no event may this Option be exercised after the date
\nof expiration of the term of this Option as set forth in the Notice of Grant.<\/p>\n
(b) Method of Exercise. This Option shall be exercisable by
\nwritten Notice (in the form attached as Exhibit A). The Notice must state the
\nnumber of Shares for which the Option is being exercised, and such other
\nrepresentations and agreements with respect to such shares of Common Stock as
\nmay be required by the Company pursuant to the provisions of the Plan or as may
\nbe necessary in order for the Company to comply with Applicable Laws. The Notice
\nmust be signed by the Optionee and shall be delivered in person or by certified
\nmail to the Secretary of the Company. The Notice must be accompanied by payment
\nof the Exercise Price, including payment of any applicable withholding tax. This
\nOption shall be deemed to be exercised upon receipt by the Company of such
\nwritten Notice accompanied by the Exercise Price and payment of any applicable
\nwithholding tax.<\/p>\n
No Shares shall be issued pursuant to the exercise of an Option
\nunless such issuance and such exercise comply with Applicable Laws and the
\nrequirements of any stock exchange upon which the Shares may then be listed.
\nAssuming such compliance, for income tax purposes the Shares shall be considered
\ntransferred to the Optionee on the date on which the Option is exercised with
\nrespect to such Shares.<\/p>\n
3. Method of Payment. Payment of the Exercise Price shall be by any of
\nthe following, or a combination thereof, at the election of the Optionee:<\/p>\n
(a) cash;<\/p>\n
(b) check;<\/p>\n
(c) with the consent of the Administrator, other shares of Common
\nStock that (i) in the case of shares acquired upon exercise of an option granted
\nby the Company either have been owned by the Optionee for more than six months
\non the date of surrender or were not acquired, directly or indirectly, from the
\nCompany, and (y) have a Fair Market Value on the date<\/p>\n
3
\n 4<\/p>\n
of surrender equal to the aggregate exercise price of the shares as to which
\nsaid Option shall be exercised;<\/p>\n
(d) with the consent of the Administrator in its sole and absolute
\ndiscretion, authorization from the Company to retain from the total number of
\nshares as to which the Option is exercised that number of shares having a Fair
\nMarket Value on the date of exercise equal to the exercise price for the total
\nnumber of shares as to which the Option is exercised;<\/p>\n
(e) with the consent of the Administrator, delivery of a properly
\nexecuted exercise notice together with irrevocable instructions to a broker to
\ndeliver promptly to the Company the amount of sale or loan proceeds required to
\npay the exercise price;<\/p>\n
(f) with the consent of the Administrator, a combination of any of
\nthe foregoing methods of payment;<\/p>\n
(g) with the consent of the Administrator, a combination of any of
\nthe foregoing methods of payment at least equal in value to the stated capital
\nrepresented by the Shares to be issued, plus a promissory note for the balance
\nof the exercise price; or<\/p>\n
(h) with the consent of the Administrator, such other
\nconsideration and method of payment for the issuance of Shares to the extent
\npermitted under Applicable Laws.<\/p>\n
4. Restrictions on Exercise. If the issuance of Shares upon such
\nexercise or if the method of payment for such shares would constitute a
\nviolation of any applicable federal or state securities or other law or
\nregulation, then the Option may also not be exercised. The Company may require
\nOptionee to make any representation and warranty to the Company as may be
\nrequired by any applicable law or regulation before allowing the Option to be
\nexercised.<\/p>\n
5. Termination of Relationship. If Optionee terminates Continuous
\nStatus as an Employee or Consultant for any reason, Optionee may exercise this
\nOption during the Termination Period set out in the Notice of Grant, to the
\nextent the Option was vested at the date of such termination. To the extent that
\nOptionee was not vested in this Option at the date on which Optionee terminates
\nContinuous Status as an Employee or Consultant, or if Optionee does not exercise
\nthis Option within the time specified herein, the Option shall terminate.<\/p>\n
6. Non-Transferability of Option. This Option may not be transferred in
\nany manner except by will or by the laws of descent or distribution . It may be
\nexercised during the lifetime of Optionee only by Optionee. The terms of this
\nOption shall be binding upon the executors, administrators, heirs, successors
\nand assigns of the Optionee.<\/p>\n
7. Term of Option. This Option may be exercised only within the term
\nset out in the Notice of Grant.<\/p>\n
[SIGNATURE PAGE FOLLOWS]<\/p>\n
4
\n 5<\/p>\n
This Agreement may be executed in two or more counterparts, each of which
\nshall be deemed an original and all of which shall constitute one document.<\/p>\n
DRKOOP.COM, INC.<\/p>\n
By: \/s\/ RICHARD M. ROSENBLATT
\n ———————————-<\/p>\n
Name: Richard M. Rosenblatt
\n ——————————–<\/p>\n
Title: Chief Executive Officer
\n ——————————-<\/p>\n
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
\n THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT
\n AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
\n GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER
\n ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
\n COMPANY’S 2000 EQUITY PARTICIPATION PLAN WHICH IS INCORPORATED HEREIN BY
\n REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO
\n CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT
\n INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO
\n TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR
\n WITHOUT CAUSE.<\/p>\n
Optionee acknowledges receipt of a copy of the Plan and represents that he
\nis familiar with the terms and provisions thereof. Optionee hereby accepts this
\nOption subject to all of the terms and provisions hereof. Optionee has reviewed
\nthe Plan and this Option in their entirety, has had an opportunity to obtain the
\nadvice of counsel prior to executing this Option and fully understands all
\nprovisions of the Option. Optionee hereby agrees to accept as binding,
\nconclusive and final all decisions or interpretations of the Administrator upon
\nany questions arising under the Plan or this Option. Optionee further agrees to
\nnotify the Company upon any change in the residence address indicated below.<\/p>\n
Dated: April 11, 2001
\n \/s\/ GREG TAYLOR
\n ——————————————-
\n GREG TAYLOR<\/p>\n
Residence Address:<\/p>\n
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