\n Date of Grant: April 11, 2001
\n Vesting Commencement Date: August 22, 2000
\n Exercise Price per Share: $0.13 per share
\n Total Number of Shares Granted: 212,550
\n Total Exercise Price: $27,631.50
\n Type of Option: Non-Qualified Stock Option
\n Term\/Expiration Date: April 10, 2008 (Seventh anniversary of
\n Date of Grant) – exercise period shall
\n not be reduced by termination of
\n employment
\n<\/c><\/s><\/table>\n Exercise and Vesting Schedule:<\/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; (c) individuals who on the date
\nhereof 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 or (d) upon consummation of the acquisition transaction by and between
\ndrkoop.com, Inc. and Ivonyx Group Services, Inc.<\/p>\n
Termination Period:<\/p>\n
This Option may be exercised, to the extent vested, at any time prior to
\nthe Term\/Expiration Date provided above.<\/p>\n
II. AGREEMENT<\/p>\n
1. Grant of Option. The Company hereby grants to the Optionee an Option to
\npurchase the number of Shares set forth in the Notice of Stock Option Grant (the
\n“Notice of Grant”), at the exercise price per share set forth in the Notice of
\nGrant (the “Exercise Price”). Notwithstanding anything to the contrary anywhere
\nelse in this Stock Option Agreement, this grant of an Option is subject to the
\nterms, definitions and provisions of the Plan adopted by the Company, which is
\nincorporated herein by reference. This Option is not intended to, and does not,
\nqualify as an Incentive Stock Option as defined in Section 422 of the Code.<\/p>\n
2
\n 3<\/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 to the
\nvesting schedule set out in the Notice of Grant. For purposes of this Stock
\nOption Agreement, Shares subject to this Option shall vest based on Optionee’s
\nContinuous Status as an Employee or Consultant.<\/p>\n
(ii) This Option may not be exercised for a fraction of a Share.<\/p>\n
(iii) In the event of Optionee’s termination of Continuous Status as
\nan Employee or Consultant, the exercisability of the Option is governed by
\nSection 5 below.<\/p>\n
(iv) In no event may this Option be exercised after the date of
\nexpiration 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 written Notice
\n(in the form attached as Exhibit A). The Notice must state the number of Shares
\nfor which the Option is being exercised, and such other representations and
\nagreements with respect to such shares of Common Stock as may be required by the
\nCompany pursuant to the provisions of the Plan or as may be necessary in order
\nfor the Company to comply with Applicable Laws. The Notice must be signed by the
\nOptionee and shall be delivered in person or by certified mail to the Secretary
\nof the Company. The Notice must be accompanied by payment of the Exercise Price,
\nincluding payment of any applicable withholding tax. This Option shall be deemed
\nto be exercised upon receipt by the Company of such written Notice accompanied
\nby the Exercise Price and payment of any applicable withholding tax.<\/p>\n
No Shares shall be issued pursuant to the exercise of an Option unless
\nsuch issuance and such exercise comply with Applicable Laws and the requirements
\nof any stock exchange upon which the Shares may then be listed. Assuming such
\ncompliance, for income tax purposes the Shares shall be considered transferred
\nto the Optionee on the date on which the Option is exercised with respect to
\nsuch Shares.<\/p>\n
3. Method of Payment. Payment of the Exercise Price shall be by any of the
\nfollowing, 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 of surrender equal to the
\naggregate exercise price of the shares as to which said Option shall be
\nexercised;<\/p>\n
3
\n 4<\/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 executed
\nexercise notice together with irrevocable instructions to a broker to deliver
\npromptly to the Company the amount of sale or loan proceeds required to pay the
\nexercise price;<\/p>\n
(f) with the consent of the Administrator, a combination of any of the
\nforegoing methods of payment;<\/p>\n
(g) with the consent of the Administrator, a combination of any of the
\nforegoing 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 consideration and
\nmethod of payment for the issuance of Shares to the extent permitted under
\nApplicable Laws.<\/p>\n
4. Restrictions on Exercise. If the issuance of Shares upon such exercise
\nor if the method of payment for such shares would constitute a violation of any
\napplicable federal or state securities or other law or regulation, then the
\nOption may also not be exercised. The Company may require Optionee to make any
\nrepresentation and warranty to the Company as may be required by any applicable
\nlaw or regulation before allowing the Option to be exercised.<\/p>\n
5. Termination of Relationship. If Optionee terminates Continuous Status
\nas an Employee or Consultant for any reason, Optionee may exercise this Option
\nduring the Termination Period set out in the Notice of Grant, to the extent the
\nOption was vested at the date of such termination. To the extent that Optionee
\nwas 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 set
\nout 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
\nof which shall be deemed an original and all of which shall constitute one
\ndocument.<\/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
\nhe is familiar with the terms and provisions thereof. Optionee hereby accepts
\nthis Option subject to all of the terms and provisions hereof. Optionee has
\nreviewed the Plan and this Option in their entirety, has had an opportunity to
\nobtain the advice of counsel prior to executing this Option and fully
\nunderstands all provisions of the Option. Optionee hereby agrees to accept as
\nbinding, conclusive and final all decisions or interpretations of the
\nAdministrator upon any questions arising under the Plan or this Option. Optionee
\nfurther agrees to notify the Company upon any change in the residence address
\nindicated below.<\/p>\n
Dated: April 11, 2001<\/p>\n
\/s\/ STEPHEN PLUTSKY
\n ——————————–
\n STEPHEN PLUTSKY<\/p>\n
Residence Address:<\/p>\n
5
\n 6<\/p>\n
EXHIBIT A<\/p>\n
DRKOOP.COM, INC.<\/p>\n
2000 EQUITY PARTICIPATION PLAN<\/p>\n
EXERCISE NOTICE<\/p>\n
drkoop.com, Inc.<\/p>\n
Attention: Secretary<\/p>\n
1. Exercise of Option. Effective as of today, ___________, _____, the
\nundersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase
\n_________ shares of the Common Stock (the “Shares”) of drkoop.com, Inc. (the
\n“Company”) under and pursuant to the drkoop.com, Inc. 2000 Equity Participation
\nPlan (the “Plan”) and the Non-Qualified Stock Option Agreement dated
\n_____________, _____, (the “Option Agreement”).<\/p>\n
2. Representations of Optionee. Optionee acknowledges that Optionee has
\nreceived, read and understood the Plan and the Option Agreement. Optionee agrees
\nto abide by and be bound by their terms and conditions.<\/p>\n
3. Rights as Stockholder. Until the stock certificate evidencing such
\nShares is issued (as evidenced by the appropriate entry on the books of the
\nCompany or of a duly authorized transfer agent of the Company), no right to vote
\nor receive dividends or any other rights as a stockholder shall exist with
\nrespect to Shares subject to the Option, notwithstanding the exercise of the
\nOption. The Company shall issue (or cause to be issued) such stock certificate
\npromptly after the Option is exercised. No adjustment will be made for a
\ndividend or other right for which the record date is prior to the date the stock
\ncertificate is issued, except as provided in Section IV of Article One of the
\nPlan. Optionee shall enjoy rights as a stockholder until such time as Optionee
\ndisposes of the Shares.<\/p>\n
4. Tax Consultation. Optionee understands that Optionee may suffer adverse
\ntax consequences as a result of Optionee’s purchase or disposition of the
\nShares. Optionee represents that Optionee has consulted with any tax consultants
\nOptionee deems advisable in connection with the purchase or disposition of the
\nShares and that Optionee is not relying on the Company for any tax advice.<\/p>\n
5. Restrictive Legends.<\/p>\n
(a) Legends. Optionee understands and agrees that the Company shall
\ncause any other legends that may be required by state or federal securities laws
\nto be placed upon any certificate(s) evidencing ownership of the Shares.<\/p>\n
(b) Refusal to Transfer. The Company shall not be required (i) to
\ntransfer on its books any Shares that have been sold or otherwise transferred in
\nviolation of any of the provisions of <\/p>\n
7<\/p>\n
this Agreement or (ii) to treat as owner of such Shares or to accord the right
\nto vote or pay dividends to any purchaser or other transferee to whom such
\nShares shall have been so transferred.<\/p>\n
6. Successors and Assigns. The Company may assign any of its rights under
\nthis Agreement to single or multiple assignees, and this Agreement shall inure
\nto the benefit of the successors and assigns of the Company. Subject to the
\nrestrictions on transfer herein set forth, this Agreement shall be binding upon
\nOptionee and his or her heirs, executors, administrators, successors and
\nassigns.<\/p>\n
7. Interpretation. Any dispute regarding the interpretation of this
\nAgreement shall be submitted by Optionee or by the Company forthwith to the
\nAdministrator, which shall review such dispute at its next regular meeting. The
\nresolution of such a dispute by the Administrator shall be final and binding on
\nthe Company and on Optionee.<\/p>\n
8. Governing Law; Severability. This Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of Texas excluding that body
\nof law pertaining to conflicts of law. Should any provision of this Agreement be
\ndetermined by a court of law to be illegal or unenforceable, the other
\nprovisions shall nevertheless remain effective and shall remain enforceable.<\/p>\n
9. Notices. Any notice required or permitted hereunder shall be given in
\nwriting and shall be deemed effectively given upon personal delivery or upon
\ndeposit in the United States mail by certified mail, with postage and fees
\nprepaid, addressed to the other party at its address as shown below beneath its
\nsignature, or to such other address as such party may designate in writing from
\ntime to time to the other party.<\/p>\n
10. Further Instruments. The parties agree to execute such further
\ninstruments and to take such further action as may be reasonably necessary to
\ncarry out the purposes and intent of this Agreement.<\/p>\n
11. Delivery of Payment. Optionee herewith delivers to the Company the
\nfull Exercise Price for the Shares, as well as any applicable withholding tax.<\/p>\n
1
\n 8<\/p>\n
12. Entire Agreement. The Plan and Option Agreement are incorporated
\nherein by reference. This Agreement, the Plan and the Option Agreement
\nconstitute the entire agreement of the parties and supersede in their entirety
\nall prior undertakings and agreements of the Company and Optionee with respect
\nto the subject matter hereof.<\/p>\n
Submitted by: Accepted by:<\/p>\n
OPTIONEE: DRKOOP.COM, INC.<\/p>\n
By:
\n——————————————— ————————-<\/p>\n
Its:
\n ————————-<\/p>\n
Address:<\/p>\n
——————–<\/p>\n
——————–<\/p>\n
——————–<\/p>\n
2<\/p>\n
9<\/p>\n
EXHIBIT A<\/p>\n
DRKOOP.COM, INC.<\/p>\n
2000 EQUITY PARTICIPATION PLAN<\/p>\n
EXERCISE NOTICE<\/p>\n
drkoop.com, Inc.<\/p>\n
Attention: Secretary<\/p>\n
1. Exercise of Option. Effective as of today, ___________, _____, the
\nundersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase
\n_________ shares of the Common Stock (the “Shares”) of drkoop.com, Inc. (the
\n“Company”) under and pursuant to the drkoop.com, Inc. 2000 Equity Participation
\nPlan (the “Plan”) and the Non-Qualified Stock Option Agreement dated
\n_____________, _____, (the “Option Agreement”).<\/p>\n
2. Representations of Optionee. Optionee acknowledges that Optionee has
\nreceived, read and understood the Plan and the Option Agreement. Optionee agrees
\nto abide by and be bound by their terms and conditions.<\/p>\n
3. Rights as Stockholder. Until the stock certificate evidencing such
\nShares is issued (as evidenced by the appropriate entry on the books of the
\nCompany or of a duly authorized transfer agent of the Company), no right to vote
\nor receive dividends or any other rights as a stockholder shall exist with
\nrespect to Shares subject to the Option, notwithstanding the exercise of the
\nOption. The Company shall issue (or cause to be issued) such stock certificate
\npromptly after the Option is exercised. No adjustment will be made for a
\ndividend or other right for which the record date is prior to the date the stock
\ncertificate is issued, except as provided in Section IV of Article One of the
\nPlan. Optionee shall enjoy rights as a stockholder until such time as Optionee
\ndisposes of the Shares.<\/p>\n
4. Tax Consultation. Optionee understands that Optionee may suffer adverse
\ntax consequences as a result of Optionee’s purchase or disposition of the
\nShares. Optionee represents that Optionee has consulted with any tax consultants
\nOptionee deems advisable in connection with the purchase or disposition of the
\nShares and that Optionee is not relying on the Company for any tax advice.<\/p>\n
5. Restrictive Legends.<\/p>\n
(a) Legends. Optionee understands and agrees that the Company shall
\ncause any other legends that may be required by state or federal securities laws
\nto be placed upon any certificate(s) evidencing ownership of the Shares.<\/p>\n
(b) Refusal to Transfer. The Company shall not be required (i) to
\ntransfer on its books any Shares that have been sold or otherwise transferred in
\nviolation of any of the provisions of<\/p>\n
10<\/p>\n
this Agreement or (ii) to treat as owner of such Shares or to accord the right
\nto vote or pay dividends to any purchaser or other transferee to whom such
\nShares shall have been so transferred.<\/p>\n
6. Successors and Assigns. The Company may assign any of its rights under
\nthis Agreement to single or multiple assignees, and this Agreement shall inure
\nto the benefit of the successors and assigns of the Company. Subject to the
\nrestrictions on transfer herein set forth, this Agreement shall be binding upon
\nOptionee and his or her heirs, executors, administrators, successors and
\nassigns.<\/p>\n
7. Interpretation. Any dispute regarding the interpretation of this
\nAgreement shall be submitted by Optionee or by the Company forthwith to the
\nAdministrator, which shall review such dispute at its next regular meeting. The
\nresolution of such a dispute by the Administrator shall be final and binding on
\nthe Company and on Optionee.<\/p>\n
8. Governing Law; Severability. This Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of Texas excluding that body
\nof law pertaining to conflicts of law. Should any provision of this Agreement be
\ndetermined by a court of law to be illegal or unenforceable, the other
\nprovisions shall nevertheless remain effective and shall remain enforceable.<\/p>\n
9. Notices. Any notice required or permitted hereunder shall be given in
\nwriting and shall be deemed effectively given upon personal delivery or upon
\ndeposit in the United States mail by certified mail, with postage and fees
\nprepaid, addressed to the other party at its address as shown below beneath its
\nsignature, or to such other address as such party may designate in writing from
\ntime to time to the other party.<\/p>\n
10. Further Instruments. The parties agree to execute such further
\ninstruments and to take such further action as may be reasonably necessary to
\ncarry out the purposes and intent of this Agreement.<\/p>\n
11. Delivery of Payment. Optionee herewith delivers to the Company the
\nfull Exercise Price for the Shares, as well as any applicable withholding tax.<\/p>\n
1
\n 11<\/p>\n
12. Entire Agreement. The Plan and Option Agreement are incorporated
\nherein by reference. This Agreement, the Plan and the Option Agreement
\nconstitute the entire agreement of the parties and supersede in their entirety
\nall prior undertakings and agreements of the Company and Optionee with respect
\nto the subject matter hereof.<\/p>\n
Submitted by: Accepted by:<\/p>\n
OPTIONEE: DRKOOP.COM, INC.<\/p>\n
By:
\n—————————– ———————————–<\/p>\n
Its:
\n ———————————–<\/p>\n
Address:<\/p>\n
———————–<\/p>\n
———————–<\/p>\n
———————–<\/p>\n
2<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9539,9544],"class_list":["post-40147","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40147","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40147"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40147"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40147"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40147"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}