**EXHIBIT10.11**

  

STOCK OPTIONAGREEMENT 

 

This Stock Option Agreement is entered into as of____________, between _______________ (“***Optionee***”), and Medix Resources, Inc. (the “***Company***”), pursuant to the Company's 2003 Stock Incentive Plan (the “***Program***”) and the Supplemental Stock Incentive Plan, which constitutes Part II of the Program.  The Program, insofar as it is applicable to this Option Agreement (this “***Agreement***”), including, without limitation, the General Provisions of the Stock Incentive Plan and Part II of the Program, are hereinafter collectively referred to as the “***Plan***”.  

 

The Board of Directors of theCompany has determined that Optionee is eligible and deserving of an awardunder the Plan.  This Stock OptionAgreement (this “***Agreement***”) is subject to the terms of the Planin all respects, and specific reference shall be made to the Plan indetermining Optionee's rights and obligations hereunder.  Capitalized terms, which are used herein andnot otherwise defined, shall have the meanings set forth in the Plan.  This Agreement is made by and between theCompany and Optionee as follows:

 

1.  Grant.  

 

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

Expiration        Date: _____________

  |  

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

 

  |

 

The options are not incentive stock options 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 at any time andfrom time to time until fully exercised or until the Option expiration date setforth above or until these Options otherwise terminate under the Plan.

 

3. Non-Transferable.  These Options may be exercised only by Optionee, his guardian or legal representative during 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:(i) by certified or bank cashier's check payable to the order of the Company;or (ii) if permitted by the Plan Administrator: (a) by Shares owned by Optioneefor more than six months and valued at their then Fair Market Value asdetermined by the Plan Administrator in accordance with Section 4 of Part I ofthe Program (“***Fair Market Value***”); or (b) by “cashless exercise”as provided in Article 18 of the Program Upon a partial exercise of these Options, this Agreement shall beautomatically amended to reduce the number of Shares covered by these Options by the number of Shares so purchasedwithout the necessity of the execution of a new agreement or a formal writtenamendment of this Agreement.  The PlanAdministrator's records regarding the number of Shares remaining to beexercised under this Agreement shall control and not be subject to challenge byOptionee absent bad faith or malfeasance by the Plan Administrator.

 

5. Certain Taxes.  Optionee authorizes the Company to withhold,in accordance with applicable law, from any Option Shares to be issued to Optionee upon exercise by Optionee ofall or a portion of these Options, if necessary, a number of Shares based ontheir Fair Market Value equal to the amount of any taxes required to bewithheld by any federal, state or local law or regulation as a result of theexercise of these Options.  

 

 6. Compliance with Securities Laws.  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.  Ifthe Company so determines, any stock certificates issued upon exercise of theseOptions shall bear a legend to the effect that the Shares have been soacquired.  The Company shall not berequired to bear any expenses of compliance with the Act, applicable state securitieslaws or the rules and regulations of any national securities exchange or otherregulatory authority in connection with the registration, qualification ortransfer, as the case may be, of these Options or any Shares acquired upon theexercise thereof.  The Company maylegend the stock certificates evidencing Shares acquired pursuant to the Planin such manner 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.  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 Plan Administrator with regard to any and all aspects of the Plan and theadministration thereof shall be binding, conclusive and 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 Optionee to continue rendering services to theCompany or shall affect in any way Optionee's right or the right of theCompany, as the case may be, to terminate Optionee's services at any time.

 

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