Unassociated Document


    
      
        

        

      

      EXHIBIT
10.16

      


       

       

       

       

      


      


      


      


      


      FORM
OF STOCK OPTION AGREEMENT

       

       

       

       

       

       

       

       

       

       

      
 


      
        
           


        

        
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      STOCK OPTION
AGREEMENT

      


      This
Stock Option Agreement (the "Agreement"), made as of the ______________, _____
(the "DATE OF GRANT"), by and between PHYSICIANS HEALTHCARE MANAGEMENT GROUP,
INC. ("PHYHEALTH") and ___________________________ __________________(the
"GRANTEE"), evidences the grant, by PHYHEALTH, of a Stock Option (the "Option")
to the Grantee on such date and the Grantee's acceptance of the Option.
PHYHEALTH and the Grantee agree as follows:

       

      1.           SHARES
OPTIONED AND OPTION PRICE. The Grantee shall have an option to purchase
_________ shares of PHYHEALTH Common Stock, for the price of ______ per share,
subject to the terms and conditions of this Agreement.

       

      2.         VESTING. Except
as otherwise provided in section 3 below and subject to the

      "acceleration
of vesting upon termination of employment provisions" of the GRANTEE's
Employment Agreement, this Option shall be deemed vested with respect to the
number of shares described in section 1 as follows:

       

      
        	
                (a)   

              	
                ______________________________________________________

              


      

      
        	
                (b)   

              	
                ______________________________________________________

              


      

      
        	
                (c)   

              	
                ______________________________________________________

              


      

       

      3.           EXERCISE
PERIOD. The Option may be exercised from time to time, for a period of
___ ____ years, with respect to all or any number of the then unexercised shares
as to which the Option has vested under section 2, on any regular business day
of PHYHEALTH at its then executive offices.

       

      4.           EXERCISE.    (a)
During the period that the Option is exercisable, it may be exercised
in

      full or
in part by the Grantee, his or her legal representatives, guardian or Successor,
by delivering or mailing written notice of the exercise to the Secretary of
PHYHEALTH. The written notice shall be signed by each person entitled to
exercise the Option and shall specify the address and Social Security number of
each such person. If any person other than the Grantee purports to be entitled
to exercise all or any portion of the Option, the written notice shall be
accompanied by proof, satisfactory to the Secretary of PHYHEALTH, of that
entitlement.

       

      (b) The
written notice shall be accompanied by full payment of the exercise price for
the shares as to which the Option is exercised in either (i) cash, certified or
bank cashier's check or money order, payable to PHYHEALTH, or ((ii) pursuant to
a cashless exercise whereby PHYHEALTH will issue shares of the Company's Common
Stock (less those shares used as consideration of the exercise price) ("OPTION
SHARES") directly to GRANTEE. The value of the shares used as consideration for
the OPTION SHARES shall be calculated by using the closing price of a share of
PHYHEALH's Common Stock on the business day immediately preceding the date of
exercise as reported on the principal securities exchange or other securities
market on which the common stock is then being traded, or (iii) in any
combination of the foregoing.

       

      
        
          
          

        

        
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      (c) The
written notice of exercise will be effective and the Option shall be deemed
exercised to the extent specified in the notice on the date that the written
notice (together with required accompaniments respecting payment of the exercise
price) is received by the Secretary of PHYHEALTH at its then executive offices
during regular business hours.

      


      5. PIGGYBACK RIGHTS. Whenever
PHYHEALTH proposes to register any of its common equity securities under the
Securities Act of 1933, as Amended, whether for its own account or for the
account of one or more stockholders of the Company, and the registration form to
be used may be used for any registration of the Shares (a Piggyback
Registration"), PHYHEALTH shall give the GRANTEE prompt written notice (in any
event within 10 business days after its receipt of notice of any exercise of
other demand registration rights) of its intention to effect such a registration
and, at the option of GRANTEE, shall include in such registration all Shares
with respect to which GRANTEE has given a written request to PHYHEALTH for
inclusion therein within 15 days after the receipt of PHYHEALTH's
notice.

      


      6. TRANSFER
OF SHARES; TAX WITHHOLDING. As soon as practicable after receipt of an
effective written notice of exercise and full payment of the exercise price as
provided in section 4 above, the Secretary of PHYHEALTH shall cause ownership of
the appropriate number of shares of PHYHEALTH Common Stock to be transferred to
the person or persons exercising the Option by having a certificate or
certificates for such number of shares registered in the name of such person or
persons and shall have each certificate delivered to the appropriate person.
Notwithstanding the foregoing, if PHYHEALTH or a Subsidiary requires
reimbursement of any tax required by law to be withheld with respect to shares
of PHYHEALTH Common Stock, the Secretary shall not transfer ownership of shares
until the required payment is made.

       

      7. TRANSFERABILITY.
Except for assignments made with PHYHEALTH's prior written approval (which may
be denied or conditioned in the sole discretion of PHYHEALTH), the rights under
this Agreement may not be transferred except by will or the laws of descent and
distribution. The rights under this Agreement may be exercised during the
lifetime of the Grantee only by the Grantee (or by his guardian, legal
representative or Successor). The terms of this Option shall be binding upon the
executors, administrators, heirs, successors, and assigns of the
Grantee.

       

      8. REOUIREMENTS
OF LAW. This Option may not be exercised if the issuance of shares of
PHYHEALTH Common Stock upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. The
Grantee, as a condition to his exercise of this Option, shall represent to
PHYHEALTH that the shares of PHYHEALTH Common Stock to be acquired by exercise
of this Option are being acquired for investment and not with a present view to
distribution or resale, unless counsel for PHYHEALTH is then of the opinion that
such a representation is not required under the Securities Act of 1933 or any
other applicable law, regulation, or rule of any governmental
agency.

       

      
        
          
          

        

        
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      9. GOVERNING
LAW AND JURISDICTION. This Agreement shall be governed by,

      and
construed under the laws of the State of Florida. Jurisdiction and venue for all
purposes shall be in the county of Miami-Dade, State of Florida.

       

      IN
WITNESS WHEREOF, The Compensation Committee of the Board of Directors has
approved this Agreement and PHYHEALTH, by its duly authorized officer, and the
GRANTEE has signed this Agreement as of the date first above
written.

       

       

       

       

      
      

       

      
        	 	Physicians
      Healthcare Management Group, Inc.	 


         

         

        
          	 	/s/ Robert
      Trinka	 
	 	By: Robert Trinka,
      CEO	 


        

         

         

        
          	 	Grantee	 


        

      

      

        
          
             


          

          
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