Contract
EXHIBIT
10.37
STOCK
OPTION AGREEMENT made as of May 6, 2005 between NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC., a Delaware corporation (the “Company”),
and Xxxxxx Xxxxxxxx (“Optionee”).
WHEREAS, the Optionee is an employee of the Company or a subsidiary thereof;
WHEREAS, the Company desires to provide to the Optionee an additional incentive to promote
the success of the Company;
NOW,
THEREFORE, in consideration of the foregoing, the Company hereby grants to the Optionee (the
“Grant”) the right and option to purchase Common Shares of the Company under and pursuant to the
terms and conditions of the 1999 Stock Option Plan (the “Plan”) and upon and subject to the
following terms and conditions:
1.
GRANT OF OPTION. The Company hereby grants to the
Optionee the right and option (the “Option”) to purchase
Twenty Thousand (20,000) Common
Shares of the Company (the “Option Shares”) during the following periods:
(a) All
or any part of Five Thousand (5,000) Common Shares may be purchased during the period
commencing one year from the date hereof and terminating at 5:00
P.M. on May 2, 2015 (the
“Expiration Date”).
(b) All
or any part of Five Thousand (5,000) Common Shares may be purchased during the period
commencing two years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.
(c) All
or any part of Five Thousand (5,000) Common Shares may be purchased during the period
commencing three years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.
(d) All
or any part of Five Thousand (5,000) Common Shares may be purchased during the period
commencing four years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.
2.
NATURE OF OPTION. Such Options to purchase the Option Shares are intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to
“incentive stock options”.
3.
EXERCISE PRICE. The exercise price of each of the Option Shares shall be Twenty One
Dollars and 70/100 Cents ($21.70) (the “Option Price”). The Company shall pay all original issue
or transfer taxes on the exercise of the Option.
4.
EXERCISE OF OPTIONS. The Option shall be exercised in accordance with the provisions of
the Plan. As soon as practicable after the receipt of notice of exercise (in the form annexed
hereto as Exhibit A) and payment of the Option Price as provided for in the Plan, the Company
shall tender to the Optionee certificates issued in the Optionee’s name evidencing the
number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will or the
laws of descent and distribution and, during the Optionee’s lifetime, shall not be exercisable
by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby
incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be deemed
sufficient if in writing and hand delivered or sent by registered or certified mail, return receipt
requested, addressed to the Company, 00 Xxxxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000,
Attention: Secretary and to the Optionee at the address indicated below. Notices shall be deemed to
have been given on the date of hand delivery or mailing, except notices of change of address, which
shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the entire
understanding of the parties hereto with respect to the subject matter hereof and may be modified
only by an instrument executed by the party sought to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
| NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. | ||
| By: /s/ Xxxxxxxx Xxxxxxxx | ||
| Xxxxxxxx Xxxxxxxx, VP of Legal Affairs | ||
| /s/ Xxxxxx X. Xxxxxxxx | ||
| Signature of Optionee | ||
| Xxxxxx X. Xxxxxxxx | ||
| Name of Optionee | ||
| 000 Xxxxxxxx Xxxxx | ||
| Xxxxxxxxxx, XX 00000 | ||
| Address of Optionee |
EXHIBIT A
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
OPTION
EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Option dated to the extent of
purchasing Common Shares of National Medical Health Card Systems, Inc. The undersigned hereby makes
a payment of
$
in payment therefor.
| Name of Optionee | ||
| Signature of Optionee | ||
| Address of Holder | ||
| Date |
