Exhibit 10.32


 


OPTION TO ACQUIRE
SHARES


OF COMMON STOCK OF
NATIONAL HEALTH PARTNERS, INC.


 


WHEREAS, National Health
Partners, Inc., an Indiana corporation (the “Company”) wishes to grant
this option to Patricia S. Bathurst (the “Holder”).


 


NOW, THEREFORE, in
consideration of the foregoing, the agreement set forth below and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereby
agree as follows:


 


1.             Grant of Option.  The Company
hereby grants to the Holder on this 29th day of December, 2009 (the “Grant Date”) an
option (this “Option”) to purchase 855,643 shares (“Shares”) of the Company’s
common stock, $.001 par value per share (“Common Stock”), on the terms and
subject to the conditions set forth herein.


 


2.             Term of Option. 
This option shall have a maximum term of ten (10) years measured
from the Grant Date (the “Expiration Date”) and shall accordingly expire at
5:00 p.m. eastern standard time on the Expiration Date.


 


3.             Right to Exercise. 
This Option may be exercised in whole or in part commencing on the Grant
Date.


 


4.             Exercise Price.  The exercise price per Share (“Exercise Price”)
at which this Option may be exercised shall be five and one-half cents ($0.07)
per Share.


 


5.             Method of Exercise.


 


(a)           This Option shall be exercised by execution and
delivery of the Notice of Exercise attached hereto as Appendix A (“Notice
of Exercise”) or any other written notice approved for such purpose by the
Company that shall state the election of the Holder to exercise this Option,
the number of Shares in respect of which this Option is being exercised, and
such other representations and agreements as to the holder’s investment intent
with respect to such Shares as may be required by the Company.  The Notice of Exercise shall be accompanied
by payment of the Exercise Price.  This
Option shall be deemed to be exercised upon receipt by the Company of the
Notice of Exercise accompanied by payment of the Exercise Price.


 


(b)           No Shares shall be issued pursuant to the exercise of
this Option unless such issuance and such exercise shall comply with all
relevant provisions of applicable law, including the requirements of any stock
exchange upon which the Shares may then be listed.  Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to the Holder on the date
on which this Option is exercised with respect to such Shares.


 


(c)           This Option may not be exercised for a fractional
Share or scrip representing a fractional Share. 
In lieu of any fractional Share to which the Holder would 


 

















 


otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.


 


(d)           In no event may this Option be exercised
after the Expiration Date.


 


6.             Methods of Payment. 
Shares of Common Stock purchased upon the exercise of this Option may be
paid for as follows:


 


(a)           in cash or by check, payable to the
order of the Company;


 


(b)           if the shares of Common Stock underlying
the Option are registered under the Securities Act of 1933, as amended (the “Securities
Act”), by: (i) delivery by the Holder to the Company of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax
withholding, or (ii) delivery by the Holder to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company the exercise price and any required tax withholding;


 


(c)           if the shares of Common Stock
underlying the Option are registered under the Securities Act, by delivery of
such shares of Common Stock owned by the Holder valued at their Fair Market
Value (as defined below), provided: (i) such method of payment is then
permitted under applicable law, (ii) such shares of Common Stock have been
owned by the Holder at least six months prior to the date of such delivery, and
(iii) such shares of Common Stock are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements or restrictions;


 


(d)           by reducing the number of shares of
Common Stock otherwise issuable under this Option to the Holder upon the
exercise of this Option by a number of shares of Common Stock having a Fair
Market Value equal to such aggregated exercise price; provided, however, that
such method of payment is then permitted under applicable law;


 


(e)           to the extent permitted by
applicable law and by the board of directors of the Company (the “Board”), in
its sole discretion, by: (i) delivery of a promissory note of the Holder
to the Company on terms determined by the Board, or (ii) payment of such
other lawful consideration as the Board may determine; or


 


(f)            by any combination of the above permitted
forms of payment.


 


For the purpose of this
Agreement, “Fair Market Value” shall mean:


 


(i)          If the Common Stock is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
the Fair Market Value on any given date shall be the average of the highest bid
and lowest ask prices of the Common Stock as reported for such date or, if no
bid and ask prices were reported for such date, for the last day preceding such
date for which such prices were reported;


 


(ii)         If the Common Stock is admitted to trading on a United
States national securities exchange or the NASDAQ National Market System, the
Fair Market Value on 


 


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any given date
shall be the closing price reported for the Common Stock on such exchange
or system for such date or, if no sales were reported for such date, for the
last day preceding such date for which a sale was reported;


 


(iii)        If the Common
Stock is traded in the over-the-counter market and not on NASDAQ, the NASDAQ
National Market System or any United States national securities exchange, the
Fair Market Value on any given date shall be the average of the mean between
the last bid and ask prices per share as reported by the National Quotation
Bureau, Inc. or an equivalent generally accepted reporting service for
such date or, or if not so reported, the average of the closing bid and ask
prices of the Common Stock for such date as furnished to the Company by any
member of the National Association of Securities Dealers, Inc. selected by
the Company for that purpose; or


 


(iv)          If the Fair Market Value of the Common Stock cannot
be determined on the basis previously set forth in this definition on the date
that the Fair Market Value is to be determined, the Board shall in good faith
determine the Fair Market Value of the Common Stock on such date.


 


The delivery of certificates representing the
shares of Common Stock to be purchased pursuant to the exercise of this Option
will be contingent upon receipt from the Holder (or a purchaser acting in his
stead in accordance with the provisions of this Option) by the Company of the
full purchase price for the Shares and the fulfillment of any other
requirements contained in this Option or imposed by applicable law.


 


7.             Rights of Stockholder. 
The Holder shall not have any stockholder rights with respect to any
Shares until such Holder shall have exercised this Option, paid the Exercise
Price and become a holder of record of the purchased Shares.


 


8.             Adjustment of Exercise Price and Number
of Shares.  The number and kind of securities purchasable
upon exercise of this Option and the Exercise Price shall be subject to
adjustment from time to time as follows:


 


(a)           Subdivisions, Combinations and Other Issuances.  If the Company shall at any time prior to the
expiration of this Option subdivide its Common Stock, by split-up or otherwise,
or combine its Common Stock, or issue additional shares of its Common Stock or
any preferred stock as a dividend with respect to any shares of its Common
Stock, then the number of Shares issuable on the exercise of this Option shall
forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to
the Exercise Price, but the aggregate purchase price payable for the total
number of Shares purchasable under this Option (as adjusted) shall remain the
same.  Any adjustment under this Section 8(a) shall
become effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such dividend.


 


(b)           Reclassification, Reorganization and Consolidation.  In the case of any reclassification, capital
reorganization or change in the Common Stock of the Company (other 


 


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than as a result of a subdivision,
combination or stock dividend provided for in Section 8(a) above or
as a result of any “Fundamental Transaction” described in Section 8(c) below),
then, as a condition of such reclassification, reorganization or change, lawful
provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the
Holder shall have the right at any time prior to the expiration of this Option
to purchase, at a total price equal to that payable upon the exercise of this
Option, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization or
change by a holder of the same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such reclassification,
reorganization or change.  In any such
case, appropriate provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall be made to
the Exercise Price payable hereunder, provided the aggregate purchase price
shall remain the same.


 


(c)           Corporate Reorganizations, Consolidations
or Mergers.  In the event of: (i) any reorganization,
consolidation or merger of the Company with or into another entity (other than
a merger in which the Company is the successor entity that does not result in
any capital reclassification, reorganization or consolidation, or other
change, in the Common Stock of the Company, or a consolidation or merger
between the Company and a wholly-owned subsidiary of the Company), (ii) any sale, lease, transfer or
conveyance to another entity of all or substantially all of the stock, property
and assets of the Company (other than a transfer to a wholly-owned subsidiary
of the Company), or (iii) a liquidation or dissolution of the Company (the
events in subsections (i), (ii) and (iii) collectively, a “Fundamental
Transaction”), then, as a condition of such Fundamental
Transaction, lawful provision shall be made by the Company and the successor
entity in connection
with such Fundamental Transaction for the assumption of this Option by the
successor entity or for the substitution of new like-kind options by the
successor entity as a result of such Fundamental Transaction, with appropriate
adjustment as to the number and kind of shares issuable upon exercise of the Option,
and, if appropriate, the per share exercise price, so as to enable the Holder
after such Fundamental Transaction to purchase the kind and amount of shares of
stock and other securities and property (including cash) receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares
of Common Stock that would have been received upon the exercise or exchange of
this Option immediately prior to such Fundamental Transaction.


 


(d)           Notice of Adjustment.  When any adjustment is required to be made in
the number or kind of shares purchasable upon exercise of this Option or in the
Exercise Price, the Company shall promptly notify the Holder of such event and
of the number of shares of Common Stock or other securities or property
thereafter purchasable upon exercise of this Option.


 


(e)           No Impairment.  The Company and the Holder will not, by any
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company or the
Holder, respectively, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 8 and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights or the Company and the Holder against impairment.


 


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9.             Termination of Option.


 


(a)           Termination by Death.  If Holder’s employment by, or other
relationship with, the Company terminates by reason of death, this Option may
thereafter be exercised, in whole or in part to the extent exercisable on the
date of such termination of employment, by the legal representative or legatee
of the Holder until the earlier of the date that is one year after the date of
such termination of employment or the Expiration Date.


 


(b)           Termination by Reason of Disability
or Retirement.


 


(i)            Disability.              If Holder’s employment by, or other
relationship with, the Company terminates by reason of disability as set forth
in Section 22(e)(3) of the Internal Revenue Code (“Disability”), this
Option may thereafter be exercised, in whole or in part to the extent
exercisable on the date of such termination of employment, until the earlier of
the date that is one year after the date of such termination of employment or
the Expiration Date.


 


(ii)           Retirement.            If Holder retires in good standing
from active employment or service with the Company in accordance with the
retirement policies of the Company then in effect (“Retirement”), this Option
may thereafter be exercised, in whole or in part to the extent exercisable on
the date of such termination of employment, until the earlier of the date that
is 90 days after the date of such termination of employment or the Expiration
Date


 


(iii)          Disability and Retirement
Determination.  The Board shall
have sole authority and discretion to determine whether the Holder’s employment
or services has been terminated by reason of Disability or Retirement.


 


(c)           Termination for Cause.  If Holder’s employment by, or other
relationship with, the Company terminates for “Cause,” this Option shall
immediately terminate and be of no further force and effect; provided, however,
that the Board may, in its sole discretion, provide that this Option may be
exercised until the earlier of the date that is 90 days after the date of such
termination of employment or the Expiration Date.  Termination for “Cause” shall have the
meaning ascribed to such term in the Amended and Restated Employment Agreement dated
December 30, 2008 by and between the Company and Holder (the “Employment
Agreement”).


 


(d)           Termination Without Cause or
Termination for Good Reason. 
If Holder’s employment by, or other relationship with, the Company
terminates for any reason other than death, Disability, Retirement or for
Cause, or if Holder’s employment by, or other relationship with, the Company is
terminated by Holder for “Good Reason,” this Option shall vest in full
immediately.  Termination for “Good
Reason” shall have the meaning ascribed to such term in the Employment
Agreement.


 


(e)           Transfer and Leave of Absence. 
For purposes of this Option, the following events shall not be deemed a
termination of employment: (i) a transfer of employment between any of the
Company, a parent, a subsidiary or any other affiliate of the Company, and (ii) an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Board, if the Holder’s right to re-employment is
guaranteed by a statute, by contract or under the policy pursuant to which the
leave of absence was granted, or if the Board otherwise so provides in writing.


 


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10.           Investment Intent.


 


(a)           The Holder of this Option, by acceptance hereof,
acknowledges that this Option and the Shares to be issued upon exercise hereof
(collectively, the “Securities”) are being acquired for the Holder’s own
account for investment purposes only and not with a view to, or with any
present intention of, distributing or reselling any of such Securities.  The Holder acknowledges and agrees that the
Securities have not been registered under the Securities Act or under any state
securities laws, and that the Securities may not be, directly or indirectly,
sold, transferred, offered for sale, pledged, hypothecated or otherwise
disposed of without registration under the Securities Act and registration or
qualification under applicable state securities laws, except pursuant to an
available exemption from such registration. 
The Holder also acknowledges and agrees that neither the Securities
Exchange Commission (“SEC”) nor any securities commission or other governmental
authority has: (i) approved the transfer of the Securities or passed upon
or endorsed the merits of the transfer of the Securities; or (ii) confirmed
the accuracy of, determined the adequacy of, or reviewed this Option.  The Holder has such knowledge, sophistication
and experience in financial, tax and business matters in general, and
investments in securities in particular, that it is capable of evaluating the
merits and risks of this investment in the Securities, and the Holder has made
such investigations in connection herewith as it deemed necessary or desirable
so as to make an informed investment decision without relying upon the Company
for legal or tax advice related to this investment.


 


(b)           The certificates evidencing any Shares
issued upon the exercise of this Option shall have endorsed thereon (except to
the extent that the restrictions described in any such legend are no longer
applicable) the following legend, appropriate notations thereof will be made in
the Company’s stock transfer books, and stop transfer instructions reflecting
these restrictions on transfer will be placed with the transfer agent of the
Shares.


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR APPLICABLE STATE SECURITIES LAWS. 
THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND REGISTRATION OR
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION THEREFROM.  NO
TRANSFER OF THE SECURITIES REPRESENTED HEREBY MAY BE MADE IN THE ABSENCE
OF SUCH REGISTRATION OR QUALIFICATION UNLESS THERE SHALL HAVE BEEN DELIVERED TO
THE ISSUER A WRITTEN OPINION OF UNITED STATES COUNSEL OF RECOGNIZED STANDING,
IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH
TRANSFER MAY BE MADE WITHOUT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS.


 


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11.           Covenants of the Company. 
The Company covenants and agrees that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable shares of
Common Stock with no personal liability resulting solely from the ownership of
such shares and will be free and clear of all liens, charges, restrictions,
claims and encumbrances imposed by or through the Company.


 


12.           Replacement of Option.  On receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Option and, in the case of loss, theft or destruction, on
delivery of an indemnity agreement reasonably satisfactory in form and
substance to the Company or, in the case of mutilation, on surrender and
cancellation of this Option, the Company at its expense shall execute and
deliver, in lieu of this Option, a new Option of like tenor and amount.


 


                13.           Notices.  All notices hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally, sent
by documented overnight delivery service or, to the extent receipt is
confirmed, telecopy, telefax or other electronic transmission service to the
appropriate address or number as set forth below:


 


If to the Company:


 


National Health Partners, Inc.


120 Gibraltar Road


Suite 107


Horsham, PA 19044


Attention:  Chief Financial
Officer


 


If to the Holder:


 


To the address specified
for Holder in the Company’s records.


 


14.           Amendment and Waiver. 
This Option may not be amended, modified or supplemented except by an
instrument or instruments in writing signed by the party against whom
enforcement of any such amendment, modification or supplement is sought.  The parties hereto entitled to the benefits
of a term or provision may waive compliance with any obligation, covenant,
agreement or condition contained herein. 
Any agreement on the part of a party to any such waiver shall be valid
only if set forth in an instrument or instruments in writing signed by the
party against whom enforcement of any such waiver is sought.   No failure or delay on the part of any party
hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty, covenant or
agreement contained herein.


 


15.           Headings; Definitions. 
The section headings contained in this Option are inserted for
convenience of reference only and will not affect the meaning or interpretation
of this Option.  All references to
sections contained herein mean sections of this Option unless otherwise
stated.  All capitalized terms defined
herein are equally applicable to both the singular and plural forms of such
terms.


 


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16.           Successors and Assigns. 
This Option shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided, however,
that no party hereto may assign its rights or delegate its obligations under
this Option without the express prior written consent of the other party
hereto.  Nothing in this Option is
intended to confer upon any person not a party hereto (and their successors and
assigns) any rights, remedies, obligations or liabilities under or by reason of
this Option.


 


17.           Severability. 
If any provision of this Option or the application thereof to any person
or circumstance is held to be invalid or unenforceable to any extent, the
remainder of this Option shall remain in full force and effect and shall be
reformed to render this Option valid and enforceable while reflecting to the
greatest extent permissible the intent of the parties.


 


18.           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.


 


19.           Counterparts. 
This Agreement may be executed and delivered by facsimile in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.


 


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left blank]


 


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IN WITNESS WHEREOF, the Company and Holder have caused
this Option to be executed as of the date set forth above in Section 1 of
this Option.


 


 


	
   

  	
  NATIONAL HEALTH
  PARTNERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M.
  Daniels

  
	
   

  	
   

  	
  David M. Daniels

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
  AGREED AND
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Patricia S. Bathurst

  	
   

  	
   

  	
   

  
					



 


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APPENDIX A


 


NOTICE OF EXERCISE


 


	
  To:

  	
  National Health
  Partners, Inc.

  
	
   

  	
  120 Gibraltar Road

  
	
   

  	
  Suite 107

  
	
   

  	
  Horsham, PA 19044

  
	
   

  	
  Attention: Chief Financial Officer

  



 


(1)           The undersigned hereby elects to purchase
                          
shares of Common Stock of the Company pursuant to the terms of the attached
Option, and tenders herewith payment of the purchase price for such shares in
full in accordance with the terms of the Option in the following manner (please
check one or more of the following choices):


 


o            in cash or by check;


 


o            an irrevocable and unconditional undertaking by a
creditworthy broker to deliver sufficient funds to pay the exercise price and
any required tax withholding;


 


o            a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver the exercise price and any required tax
withholding;


 


o            a promissory note;


 


o            a reduction of the number of shares of Common Stock
otherwise issuable under the Option by a number of shares of Common Stock
having a Fair Market Value equal to such aggregated exercise price; or


 


o            the following consideration:                                                                         .


 


(2)           In exercising the Option, the undersigned
hereby confirms and acknowledges that the shares of Common Stock to be issued
upon conversion thereof are being acquired solely for the account of the
undersigned for investment purposes only (unless such shares are subject to resale
pursuant to an effective registration statement or an exemption from
registration under applicable federal and state securities laws), and that the
undersigned will not offer, sell or otherwise dispose of any such shares of
Common Stock except under circumstances that will not result in a violation of
the Securities Act or any state securities laws.


 


(3)           Terms not otherwise defined in this
Notice of Exercise shall have the meanings ascribed to such terms in the
attached Option.


 


(4)           Please issue a certificate or
certificates representing said shares of Common Stock in the name of the
undersigned.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)