Option Agreement for Purchase of Common Stock between Simione Central Holdings, Inc. and Mestek, Inc.

Summary

This agreement, effective March 7, 2000, is between Simione Central Holdings, Inc. and Mestek, Inc. It grants Mestek the right to purchase shares of Simione's common stock under specific conditions tied to the exercise of certain existing options and warrants by other holders. Mestek can only exercise its option after these events occur and must act within 180 days of notification. The agreement also outlines procedures for notification, payment, and termination of the option, and includes provisions for changes in control of Simione Central Holdings, Inc.

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EX-10.3 2 0002.txt MERGER OPTION AGREEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY JURISDICTION BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING IN WHICH THE SECURITIES WERE OFFERED. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAW, IF SUCH REGISTRATION IS REQUIRED. OPTION AGREEMENT THIS OPTION AGREEMENT, effective as of the 7th day of March, 2000, by and between Simione Central Holdings, Inc., a Delaware corporation (the "Company"), and Mestek, Inc., a Pennsylvania corporation (the "Optionee"). WITNESSETH: WHEREAS, the Company has entered into a Second Amended and Restated Agreement and Plan of Merger and Investment Agreement by and among the Company, Optionee, a wholly-owned subsidiary of Optionee and certain additional parties (the "Merger Agreement"). WHEREAS, in connection with the Merger Agreement the Company has sold to Optionee, and Optionee has purchased from the Company, certain securities of the Company as more particularly described in the Merger Agreement. WHEREAS, pursuant to and in accordance with the terms and conditions of Section 3.3 of the Merger Agreement, the Company and Optionee desire to enter into this Agreement with respect to an option on certain shares of common stock of the Company (the "Common Stock") in order to set forth the terms and conditions upon which such option shall be granted by the Company and exercised by Optionee. NOW, THEREFORE, in consideration of the mutual benefits to each party, it is agreed as follows: 1. Grant of Option. Subject to the terms and conditions set forth herein, Optionee shall have the right to purchase a number of shares of Common Stock equal to 0 ###-###-#### (the "Ratio") multiplied by the number of "Scheduled Option/Warrant Shares" (as defined below); such shares hereinafter are referred to as the "Option Shares," and this option hereinafter is referred to as the "Option". "Scheduled Option/Warrant Shares" means those shares of Common Stock which may be, subject to various agreements evidencing "Scheduled Options/Warrants" (as defined below), purchased by "Scheduled Option/Warrant 1 Holders" (as defined below), as set forth in Schedule A. The aggregate number of Scheduled Option/Warrant Shares shall be equal to the aggregate number of shares subject to Scheduled Option/Warrants. "Scheduled Option/Warrants" shall mean those options and warrants set forth on Schedule A which have been, on or before the date hereof, granted to Scheduled Option/Warrant Holders. "Scheduled Option/Warrant Holder(s)" shall mean those individuals who have been granted Scheduled Option/Warrants on or before the date hereof. The Company represents and warrants that Schedule A sets forth all outstanding options and warrants of the Company as of the date hereof. Notwithstanding anything in this Agreement to the contrary, Scheduled Option/Warrant Shares shall also be deemed to include any shares of Common Stock issuable as of the date hereof in connection with any outstanding rights to receive shares of Common Stock from or relating to the Company's 1997 reverse stock split. 2. Exercise of Option. (a) Vesting of Option Contingent Upon Exercise of Scheduled Options/Warrants and Purchase of Scheduled Option/Warrant Shares. Immediately upon the exercise after the date hereof of any Scheduled Option/Warrants and purchase of Scheduled Option/Warrant Shares by a Scheduled Option/Warrant Holder (a "Vesting Event"), the Option shall become exercisable with respect to the number of Option Shares equal to the Ratio multiplied by the number of Scheduled Option/Warrant Shares purchased by such Scheduled Option/Warrant Holder (the "Vesting Event Number") at the same price per share as such Scheduled Option/Warrant Shares were purchased (the "Vesting Event Price"). Prior to the occurrence of a Vesting Event, no portion of the Option shall be exercisable by Optionee, and Option Shares shall become subject to purchase under the terms and provisions of the Option only to the extent that Vesting Events occur as set forth in the preceding sentence. (b) Notification of Exercise of Scheduled Options/Warrants. Each time any Vesting Event occurs, the Company shall promptly, and in no event later than ten (10) days following such Vesting Event, notify Optionee of the Vesting Event Number and the Vesting Event Price with respect to such Vesting Event, and the date on which such Vesting Event occurred. (c) Method of Exercise and Payment. When Option Shares become subject to purchase upon the occurrence of a Vesting Event, the Option Shares which Optionee desires to purchase may be exercised by Optionee's delivery to the Secretary of the Company of one or more Notices of Exercise, in the form of Schedule B, each accompanied by payment in full of the "Option Price" (as defined below). Such delivery must be made within one hundred eighty (180) days of the date on which Optionee received notice of the Vesting Event from the Company. The "Option Price" shall be an amount equal to the number of Option Shares purchased multiplied by the Vesting Event Price, and shall be paid by cashier's check payable to the Company or by wire transfer of immediately available funds to an account designated from time to time by the Company for such purpose. 3. Termination of Option and Option Rights. The Option shall not be exercisable either in whole or in part 180 days after the date on which Optionee receives notice from the Company that all Scheduled Options/Warrants have either expired and are no longer exercisable, or have been fully exercised. Furthermore, portions of the Option shall terminate (and Option Shares shall no longer be subject to purchase by Optionee) as follows: 2 (a) Partial Termination Upon Failure to Exercise. Upon the occurrence of a Vesting Event, any Option Shares which become subject to purchase by Optionee in accordance with the provisions of Section 2 above and which Optionee fails to purchase within 180 days of the date of receipt of notice by Optionee of such Vesting Event, shall cease to be subject to purchase under the Option, and such portion of the Option shall no longer be exercisable. (b) Partial Termination Upon Termination of Underlying Scheduled Option/Warrants. To the extent that any Scheduled Option/Warrant Shares are no longer subject to purchase by a Scheduled Option/Warrant Holder due to the expiration or termination of all or a portion of a Scheduled Option/Warrant, or for any other reason, any Option Shares which could have become subject to purchase by Optionee in accordance with the provisions of Section 2 above with respect to a Vesting Event involving such Scheduled Option/Warrant Shares shall cease to be subject to purchase under the Option, and such portion of the Option shall no longer be exercisable. 4. Notification of Change in Control Transaction. In the event the Company proposes or becomes aware of a "Change in Control Transaction," the Company shall promptly, and in no event later than ten (10) days following the proposal of such Change in Control Transaction, notify the Optionee of such Change in Control Transaction. "Change in Control Transaction" shall mean any transaction wherein the Company (i) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation or merger, or (ii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other corporation, or (iv) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to or in exchange for Common Stock. 5. Registration Rights. The Option Shares shall be subject to, and shall deemed to be "Registrable Shares" within the meaning of, Section 4.1 of the Merger Agreement relating to registration rights. 6. Reservation of Shares; Validity of Issuance. The Company covenants and agrees that it shall reserve for issuance upon the exercise of this Option and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock for which this Option shall from time to time be exercisable. The Company represents and warrants that all shares issued upon the exercise of this Option will, upon issuance, be fully paid and nonassessable and be free from all liens and charges in respect of their issuance, with all taxes payable by the Company with respect to such issuance fully paid by the Company. 7. Adjustments for Stock Splits and Combinations. If presently outstanding shares of Common Stock shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Company convertible or exchangeable into shares of Common Stock (in which latter event the number of 3 shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed), shall be paid in respect to the Common Stock (but in all cases excluding any such events if material value is paid to the Company in connection therewith), (a) the number of shares of Common Stock which may be acquired by the Optionee upon the exercise of this Option shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend, be proportionately increased, and (b) the Option Price shall be adjusted, to the same extent and in the same manner that the number of shares subject to, and the exercise price of, the Scheduled Options/Warrants are increased or adjusted, as the case may be. Conversely, if the outstanding shares of Common Stock shall be combined into a smaller number of shares, the number of shares of Common Stock which may be acquired by the Optionee upon the exercise of this Option shall, simultaneously with the effectiveness of such combination, be proportionately reduced, and the Option Price shall be adjusted in accordance herewith. 8. Agreement of Optionee. Optionee hereby agrees to hold all of the Option Shares acquired by Optionee pursuant to Optionee's exercise of this Option for investment purposes and not with a view to resale or distribution thereof to the public. Optionee hereby agrees to execute such documents as the Board of Directors of the Company may require with respect to state and federal securities laws and any restrictions on the resale of the Option Shares which may be applicable. 9. No Impairment. The Company will not, by amendment of its Restated Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company under this Option, but will at all times in good faith assist in the carrying out of all the provisions of this Option and in the taking of all such action as may be necessary or appropriate in order to protect the rights of Optionee. The Company shall not amend, adjust or substitute any of the Scheduled Options/Warrants in a manner that would impair the rights of Optionee under this Option Agreement without the prior written consent of Optionee. 10. No Voting Rights. This Option shall not entitle Optionee to any voting rights or other rights as a stockholder of the Company, and no dividend or interest shall be payable or accrue in respect of this Option or the interest represented by or the shares purchasable under this Option until and unless, and except to the extent that, this Option shall be exercised. 11. Stock Certificates. The issuance of stock certificates upon the exercise of this Option shall be made without charge to Optionee for any tax (other than (i) income taxes and (ii) transfer taxes resulting from issuance of stock certificates to a person other than Optionee) in respect of the issue of such stock. Optionee shall for all purposes be deemed to have become the holder of record of the shares issued upon exercise of this Option on the date both the Option Price and the Notice of Exercise are delivered to the Company, irrespective of the date of delivery of the certificate for such shares, except that, if the date the Notice of Exercise and the Option Price are delivered to the Company is a date the Company is closed for business, Optionee shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the Company is open for business. Such certificates evidencing the shares of Common Stock issued pursuant to the exercise of this Option shall bear restrictive legends similar to those at the head of this Agreement and any other legend required pursuant to any federal, state, local or foreign law governing the Common Stock. 4 12. Miscellaneous. (a) Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally or sent by registered or certified mail (including by overnight courier or express mail service), postage or fees prepaid, if to the Company to: Simione Central Holdings, Inc. 6600 Powers Ferry Road, Suite 300 Atlanta, Georgia 30339 Attention: President with a copy to: Arnall Golden & Gregory, LLP 2800 One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3450 Attention: Sherman A. Cohen, Esq. if to Optionee to: Mestek, Inc. 260 North Elm Street Westfield, Massachusetts 01085 Attention: Stephen M. Shea, CFO with a copy to: Baker & McKenzie 815 Connecticut Avenue, N.W. Washington, D.C. 20006-4078 Attention: Marc R. Paul, Esq. or at such other address for a party as shall be specified by like notice. Any notice which is delivered personally in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party or the office of such party. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been duly given to the party to which it is addressed at the close of business, local time of the recipient, on the fourth business day after the day it is so placed in the mail or, if earlier, the time of actual receipt. 5 (b) This Agreement is being made in, and shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to, the principles of conflicts of law thereof. (c) This Agreement together with the other "Transaction Documents" (as defined in the Merger Agreement), constitute the sole understanding of the parties with respect to the subject matter hereof. (d) The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. (e) This Agreement may be executed in multiple counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. (f) This Agreement shall not be assigned by either party without the prior written consent of the other party. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed on its behalf as of the date indicated on the first page hereof. COMPANY: SIMIONE CENTRAL HOLDINGS, INC. By: ___________________________________ Name: R. Bruce Dewey CEO and President OPTIONEE: MESTEK, INC. By:___________________________________ Name: Chairman, CEO and President 6 Schedule A ---------- The option price and number of shares listed on the following "Grant Summary Report" is presented prior to the implementation of the one for five reverse stock split of Simione common stock on the Closing Date (the "Reverse Stock Split"). For each optionee and warrant holder, to give effect to the Reverse Stock Split, the option price and warrant price as listed on the Grant Summary Report shall be deemed to be multiplied by five and the number of shares shall be deemed to be divided by five. 7
From 01/01/1999 to 03/07/2000 For All Plans and Plan Types ISO, NQ, RES Weighted Average Exercise Shares Exercise Price Price ___________________________________________________________ Options Outstanding as of 01/01/1999 2,051,627 $0.7400 - $14.0000 $5.4376 Options Granted 685,400 $1.5000 - $14.7100 $2.2938 Option Price = Fair Market Value 632,500 $1.5000 - $2.6250 $1.8987 Option Price > Fair Market Value 20,400 $14.7100 - $14.7100 $14.7100 Option Price < fair market value 32,500 $1.6875 - $2.3400 $2.1894 options exercised 85,000 $0.7400 - $0.7400 $0.7400 options forfeited* 534,431 $1.7500 - $11.1250 $4.3015 *canceled unvested options only options canceled (total) 566,598 $1.7500 - $11.1250 $4.6148 options outstanding as of 03/06/2000 2,085,429 $0.7400 - $14.7100 $4.8194 options exercisable as of 03/06/2000 1,582,398 $0.7400 - $14.7100 $5.1910 weighted average fasb fair value $1.5273
Options Outstanding and Exercisable by Price Range as of 03/07/00 OPTIONS OUTSTANDING OPTIONS EXERCISABLE - ---------------------------------------------------------------------------------- ----------------------------------- Range of Exercise Outstanding Remaining Weighted-Average Exercisable Weighted-Average Prices as of 3/7/00 Contractual Life Exercise Price as of 03/07/00 Exercise Price - ---------------------------------------------------------------------------------- ----------------------------------- $0.0000 - $1.4710 7,344 0.4 $0.7400 7,344 $0.7400 $1.4711 - $2.9420 836,875 8.2 $1.9332 503,543 $2.0602 $2.9421 - $4.4130 335,862 5.4 $3.2136 335,862 $3.2136 $4.4131 - $5.8840 128,272 5.7 $5.0000 128,272 $5.0000 $5.8841 - $7.3550 371,832 7.5 $6.5391 234,499 $6.4342 $7.3551 - $8.8260 35,000 5.6 $8.4121 35,000 $8.4121 $8.8261 - $10.2970 40,834 7.7 $9.0000 27,501 $9.0000 $10.2971 - $11.7680 299,843 6.2 $10.6546 282,477 $10.6257 $11.7681 - $13.2390 5,000 7.2 $12.0000 3,333 $12.0000 $13.2391 - $14.7100 24,567 9.0 $14.5896 24,567 $14.5896 -------------- -------------------- ---------------------- -------------- -------------------- 2,085,429 7.1 $4.8194 1,582,398 $5.1910
STOCK PURCHASE WARRANTS ----------------------- Common Shares Exercise Price Expiration Date - ------------- -------------- --------------- 125,000 $ 1.00 February 24, 2005 10,000 $11.26 May 27, 2000 -------- 135,000 SCHEDULED = 2,085,429 + 135,000 OPTIONS/WARRANTS = 2,220,429 8 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. InfoMed Plan (Registered) AS OF 03/07/2000
Aggregate Outstanding Options Option Price Options Options Options Options Option Grant Date Type Granted per Share Exercised Canceled Exercisable Outstanding Price - ----------------- ------- ------------ -------------- ---------- ------------ ------------- -------------- ------------ 8/1/1989 ISO 750 $3.000000 750 0 0 0 $.00 8/1/1989 ISO 18,000 $4.260000 3,500 0 14,500 14,500 $61,770.00 8/1/1989 NQ 500 $4.260000 500 0 0 0 $.00 8/9/1991 ISO 750 $3.000000 0 250 500 500 $1,500.00 6/30/1992 NQ 136 $2.200000 0 136 0 0 $.00 8/1/1994 ISO 500 $4.250000 0 500 0 0 $.00 12/10/1996 ISO 32,500 $10.500000 0 32,500 0 0 $.00 3/26/1997 ISO 17,500 $14.000000 0 17,500 0 0 $.00 - ----------------- ------- ------------ -------------- ---------- ------------ ------------- -------------- ------------ Plan Totals 70,636 $5.243043 4,750 50,886 15,000 15,000 $63,270.00 0 SARs
9 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000 Simione (former CHMS)
Option Aggregate Options Price per Options Options Options Options Outstanding Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price - ----------------- ------- ------------ ------------ ------------ ----------- ------------- ------------- -------------- 1/18/1996 ISO 113,656 $3.160000 4,954 0 108,702 108,702 $343,498.32 1/18/1996 NQ 150,311 $3.160000 4,252 0 146,059 146,059 $461,546.44 3/11/1996 ISO 1,101 $3.160000 0 0 1,101 1,101 $3,479.16 9/4/1996 ISO 136,525 $5.000000 734 47,524 88,267 88,267 $441,335.00 9/4/1996 NQ 72,118 $5.000000 8,075 24,038 40,005 40,005 $200,025.00 1/7/1997 ISO 42,000 $10.500000 0 21,332 20,668 20,668 $217,014.00 3/23/1997 ISO 12,500 $14.000000 0 8,333 4,167 4,167 $58,338.00 - ----------------- ------- ------------ ------------ ------------ ----------- ------------- ------------- -------------- Plan Totals 528,211 $4.600702 18,015 101,227 408,969 408,969 $1,725,235.92 0 SARs
10 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000
SCHI NQ (Directors) Option Aggregate Options Price per Options Options Options Options Outstanding Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price - ------------------------------------------------------------------------------------------------------------------------ 1/2/1997 NQ 5,000 $8.625000 0 0 5,000 5,000 $43,125.00 6/21/1997 NQ 5,000 $12.000000 0 0 3,333 5,000 $60,000.00 - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- ------------- Plan Totals 10,000 $10.312500 0 0 8,333 10,000 $103,125.00 0 SARs
11 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000 SCHI Omnibus Equity-Based
Option Aggregate Options Price per Options Options Options Options Outstanding Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price - ----------------- ------- ------------ ------------ ------------ ----------- -------------- --------------- ---------------- 8/26/1997 ISO 142,800 $11.126000 0 68,625 56,809 74,175 $826,196.88 8/26/1997 ISO 7,000 $11.130000 0 7,000 0 0 $.00 9/23/1997 ISO 21,088 $8.876000 0 21,088 0 0 $.00 9/23/1997 NQ 78,912 $9.875000 0 78,912 0 0 $.00 12/1/1997 ISO 2,500 $9.000000 0 1,666 834 834 $7,506.00 2/2/1998 ISO 2,000 $6.750000 0 2,000 0 0 $.00 6/12/1998 ISO 40,282 $6.625000 0 0 13,427 40,282 $266,868.25 6/12/1998 NQ 37,218 $6.625000 0 0 12,406 37,218 $246,569.25 6/16/1998 ISO 292,286 $6.750000 0 208,947 26,379 83,339 $562,538.25 6/16/1998 NQ 70,214 $6.750000 0 34,219 15,623 35,995 $242,966.25 7/13/1998 ISO 37,500 $6.750000 0 37,500 0 0 $.00 8/13/1998 ISO 20,000 $2.625000 0 0 6,668 20,000 $52,500.00 11/30/1998 ISO 79,372 $2.000000 0 34,372 15,000 45,000 $90,000.00 11/30/1998 NQ 5,628 $2.000000 0 5,628 0 0 $.00 12/21/1998 ISO 75,000 $1.562500 0 0 25,000 75,000 $117,187.50 12/22/1998 ISO 150,000 $1.750000 0 150,000 0 0 $.00 1/8/1999 NQ 300,000 $2.000000 0 0 300,000 300,000 $600,000.00 1/21/1999 ISO 25,000 $2.340000 0 25,000 0 0 $.00 4/5/1999 ISO 7,500 $1.687500 0 0 0 7,500 $12,656.25 5/__/1999 ISO 72,916 $1.500000 0 0 0 72,916 $109,374.00 6/__/1999 NQ 2,084 $1.500000 0 0 0 2,084 $3,126.00 6/21/99 ISO 100,000 $2.062500 0 150,000 0 0 $.00 7/12/1999 ISO 7,500 $2.626000 0 0 0 7,500 $19,687.50 8/6/1999 ISO 18,664 $14.710000 0 0 18,664 18,664 $274,547.44 8/6/1999 NQ 1,736 $14.710000 0 0 1,736 1,736 $25,536.56 9/9/1999 ISO 150,000 $1.760000 0 0 0 150,000 $262,500.00 - ----------------- ------- ------------ ------------ ------------ ----------- -------------- --------------- ---------------- Plan Totals 1,747,200 $9.752975 0 774,967 492,646 972,243 $3,718,760.13 0 SARs
12 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000 Plan
Option Aggregate Options Price per Options Options Options Options Outstanding Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- ------------- 1/31/1989 NQ 2,040 $.740000 2,040 0 0 0 $.00 4/20/1989 NQ 16,700 $.740000 16,700 0 0 0 $.00 7/7/1989 NQ 3,400 $.740000 3,400 0 0 0 $.00 10/4/1990 NQ 2,040 $.740000 0 0 2,040 2,040 $1,509.60 12/30/1990 NQ 2,040 $.740000 0 0 2,040 2,040 $1,509.60 6/6/1991 NQ 68,000 $.740000 68,000 0 0 0 $.00 9/28/1992 NQ 47,600 $2.200000 0 0 47,600 47,600 $104,720.00 1/7/1993 NQ 13,596 $2.200000 0 0 13,596 13,596 $29,911.20 2/24/1994 NQ 2,500 $8.000000 2,500 0 0 0 $.00 8/1/1994 NQ 2,500 $4.260000 0 0 2,500 2,500 $10,650.00 11/2/1994 NQ 5,000 $7.760000 0 0 5,000 5,000 $38,800.00 8/23/1995 NQ 543 $6.250000 0 0 543 543 $3,393.75 10/23/1995 NQ 94,999 $2.260000 0 0 94,999 94,999 $214,697.74 12/30/1995 NQ 37,500 $3.250000 0 0 37,500 37,500 $121,875.00 8/9/1996 NQ 25,000 $3.000000 0 0 25,000 25,000 $75,000.00 8/28/1996 NQ 25,000 $8.500000 0 0 25,000 25,000 $212,500.00 9/23/1996 NQ 148,455 $6.250000 0 0 149,455 149,455 $934,093.75 10/8/1996 NQ 205,000 $10.500000 0 0 205,000 205,000 $2,152,500.00 1/2/1998 NQ 77,500 $9.000000 0 37,500 26,667 40,000 $360,000.00 ____1998 NQ 25,000 $7.000000 0 0 16,866 25,000 $175,000.00 - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- ------------- Plan Totals 805,413 $4.185814 92,640 37,500 653,806 675,273 $4,436,160.64 0 SARs
13 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000 Plan (IMHI "NPR")
Option Aggregate Options Price per Options Options Options Options Outstanding Grant Date Type Granted Share Exercised Canceled Exercisable Outstanding Option Price - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------- 6/12/1989 NQ 340 $.740000 0 340 0 0 $.00 10/20/1989 NQ 680 $.740000 0 0 680 680 $503.20 1/2/1990 NQ 7,500 $10.000000 0 7,500 0 0 $.00 8/7/1990 NQ 1,360 $.740000 0 0 1,360 1,360 $1,006.40 8/20/1991 NQ 680 $.740000 0 0 680 680 $503.20 10/30/1991 NQ 680 $.740000 680 0 0 0 $.00 6/30/1992 NQ 2,312 $2.200000 1,632 272 408 408 $897.60 9/15/1993 NQ 544 $.740000 0 0 544 544 $402.66 9/30/1993 NQ 272 $2.200000 0 0 272 272 $598.40 10/8/1996 NQ 189,264 $5.000000 189,264 0 0 0 $.00 - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------- Plan Totals 203,632 $2.509333 191,576 8,112 3,944 3,944 $3,911.36 0 SARs - ----------------- ------- ------------ ------------ ------------ ----------- ------------- -------------- -------------- Grand Totals 3,365,092 $7.013606 306,981 972,682 1,582,398 2,085,429 $10,050,463.05 0 SARs
14 OPTIONS OUTSTANDING REPORT SIMIONE CENTRAL HOLDINGS, INC. AS OF 03/07/2000 Options Outstanding by Plan --------------------------- Options Outstanding ------------------- 1994 InfoMed Plan (Registered) 15,000 1996 Simione (former CHMS) 408 ###-###-#### SCHI NQ (Directors) 10,000 1997 SCHI Omnibus Equity-Based 972,243 Non Plan 675,273 Non Plan (IMHI "NPR") 3,944 15 SCHEDULE B ---------- NOTICE OF EXERCISE Simione Central Holdings, Inc. 6600 Powers Ferry Road, Suite 300 Atlanta, Georgia 30339 Attention: President Exercise of Option. Effective as of today, _____________, ______, the undersigned, Mestek, Inc., a Pennsylvania corporat-ion ("Purchaser"), hereby elects to purchase _____________ shares (the "Shares") of the common stock of Simione Central Holdings, Inc. (the "Company") pursuant to that certain Option Agreement by and between Purchaser and the Company dated March 7, 2000 (the "Option Agreement"). The purchase price for the Shares shall be as set forth in the Option Agreement. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares by cashiers check payable to the Company or by wire transfer of immediately available funds. Representations of Purchaser. Purchaser acknowledges that Purchaser has received, read and understood the Option Agreement and other information provided by the Company or available to the Purchaser for the purpose of evaluating the investment in the Shares of the Company and agrees to abide by and be bound by their terms and conditions, as applicable. Rights as Shareholder. A share certificate for the number of Shares shall be issued to the Purchaser as soon as practicable after the date hereof, pursuant to Section 11 of the Option Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date hereof. Entire Agreement. The Option Agreement and Transaction Documents (as defined in the Option Agreement) are incorporated herein by reference. This Notice of Exercise, the Option Agreement and the Transaction Documents constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified except by means of a writing signed by the Company and Purchaser. Submitted by: Accepted by: MESTEK, INC. SIMIONE CENTRAL HOLDINGS, INC. By:_______________________________ By: _______________________________ Name:_____________________________ Name:______________________________ Its:______________________________ Its:_______________________________