**EXHIBIT10.9**

 

 

STOCK OPTIONAGREEMENT 

 

This Stock Option Agreement isentered into as of ___________, 2003, between ___________ (the “Optionee”), andMedix Resources, Inc. (the “Company”), pursuant to the Company's 1999 StockOption Plan (the "Plan").

 

The Board of Directors of theCompany has determined that the Optionee is eligible and deserving of an awardunder the Plan.  This Stock OptionAgreement (the "Agreement") is subject to the terms of the Plan inall respects, and specific reference shall be made to the Plan in determiningthe Optionee's rights and obligations hereunder.  Capitalized terms, which are used herein and not otherwisedefined, shall have the meanings set forth in the Plan.  This Agreement is made by and between theCompany and the Optionee as follows:

 

1.  Grant.

 

| Grant Date:_____________                         | Number of Shares:_____________                    |
|--------------------------------------------------|---------------------------------------------------|
|  

Expiration Date:  _____________ 

  |  

Exercise Price: $___per share             |
|                                             | Vesting Schedule:  _____________ 

 

  |

 

 

The options granted pursuant to this Agreement (the “Options”) are incentive stock options (“ISO”) under the Internal Revenue Code of 1986, as amended.

 

2. Exercise.  Subject to the provisions of this Agreementand the Plan, the Options granted hereby shall vest and become exercisable asset forth herein.  To the extentexercisable, these Options may be exercised in whole or in part and from timeto time until fully exercised or until the Option expiration date set forthabove or until these Options otherwise terminate under the Plan.

 

3. Non-Transferable.  These Options may be exercised only by the Optionee, his guardian or legal representative during the Optionee's lifetime and, thereafter, as provided in the Plan.  Neither these Options nor any portion thereof or interest therein may be sold, pledged, assigned or transferred in any manner other than by will or by the laws of descent and distribution, and then only within the limitations set forth in the Plan.

 

4. Payment.  Exercise of these Options shall not beeffective until the Company or a designee thereof has received written noticeof exercise, specifying the number of whole shares of the Company's CommonStock (the “Shares”) to be purchased or otherwise received.  Such notice shall be accompanied by fullpayment of the aggregate Exercise Price for the number of  Shares so purchased in cash, by cashier'scheck, certified check, bank draft or money order or through the delivery ofShares or Options to acquire Shares as provided in Section 14 of the Plan. Upona partial exercise of these Options, this Agreement shall be automaticallyamended to reduce the number of  Sharescovered by these Options by the number of Shares so purchased without thenecessity of the execution of a new agreement or a formal written amendment ofthis Agreement.  The Company's recordsregarding the number of Shares remaining to be exercised under this Agreementshall control and not be subject to challenge by Optionee absent bad faith ormalfeasance by the Company.

 

5. Certain Taxes.  The Optionee authorizes the Company towithhold, in accordance with applicable law, from any Option Shares to beissued  to Optionee upon exercise bythe Optionee of all or a portion of these Options, if necessary, a number ofShares based on their fair market value equal to the amount of any taxesrequired to be withheld by any federal, state or local law or regulation as aresult of the exercise of these Options. In this regard, the Optionee acknowledges and agrees that thiswithholding is mandatory and the determination by the Board or committee to whichsuch authority has been delegated  bythe Board of the fair market value of any Shares on the date of exercise ofthese Options shall be final and conclusive in all respects.

 

 6. Compliance with Securities Laws.  The Optionee agrees that the Shares acquiredupon exercise of these Options shall be acquired for his or her own account forinvestment purposes only and not with a view to any distribution or publicoffering thereof within the meaning of the Securities Act of 1933 (the"Act") or applicable state securities laws.  If the Company so determines, any stock certificates issued uponexercise of these Options shall bear a legend to the effect that the Shareshave been so acquired.  The Companyshall not be required to bear any expenses of compliance with the Act,applicable state securities laws or the rules and regulations of any nationalsecurities exchange or other regulatory authority in connection with theregistration, qualification or transfer, as the case may be, of these Optionsor any Shares acquired upon the exercise thereof.  The Company may legend the stock certificates evidencing  Shares acquired pursuant to the Plan in suchmanner it deems appropriate to carry out the intent and purposes of thePlan.  The foregoing restrictions on thetransfer of the Shares shall not apply if (a) the Company shall have beenfurnished with an opinion of counsel satisfactory in form and substance to theCompany to the effect that such transfer will be in compliance with the Act andother applicable securities laws, or (b) the Shares shall have been dulyregistered in compliance with the Act and other applicable securities laws.

 

7. Acceptance of the Plan.  The Optionee hereby approves and accepts theterms, conditions, and provisions of this Agreement and the Plan and agrees tobe bound hereby and thereby, and further agrees that his or her executors,administrators, heirs, and successors shall be bound hereby and thereby.  Without limitation of the foregoing, theOptionee hereby agrees, individually and for his or her executors,administrators, heirs, and successors that all decisions or interpretations ofthe Company or its duly authorized representatives with regard to any and allaspects of the Plan and the administration thereof shall be binding, conclusiveand final.

 

8. Address for Notices.  The parties hereto designate as therespective addresses for the receipt of any notice under this Agreement or thePlan the addresses set forth below their signatures on this  Agreement.

 

9. Conformity With the Plan.  This Agreement is intended to conform in allrespects with, and is subject to all applicable provisions of, the Plan, whichis incorporated herein by reference. Inconsistencies between this Agreement and the Plan shall be resolved inaccordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, youacknowledge your receipt of the Plan and agree to be bound by all of the termsof the Plan.  All definitions stated inthe Plan shall apply to this Agreement.

 

10. Use of Services;Successors.  Nothing herein confersany right or obligation on the Optionee to continue rendering services to theCompany or shall affect in any way the Optionee's right or the right of theCompany, as the case may be, to terminate the Optionee's services at any time.

 

11. Entire Agreement. ThisAgreement (including the Plan, which is incorporated herein by reference)constitutes the entire understanding between the Optionee and the Company, andsupersedes all other agreements, whether written or oral, with respect to theacquisition by the Optionee of his/her Options and/or Shares.

 

 

| MEDIX RESOURCES,      INC.

 

 

By: _________________________

Print Name:

Title:

Address:  420 Lexington Ave., Ste. 1830

                New York, NY  10170

 
OPTIONEE:

 

 

By: _________________________

Print Name:

Address: |
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