EXHIBIT 10.91
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MEMORANDUM
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TO: FIRST NAME LAST NAME
FROM: Xxxxxx X. Xxxx, Chief Executive Officer
RE: Stock Option Grant
DATE: DATE
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It is clear to me and the Compensation Committee of our Board of Directors that
you are a valuable member of the Andrx team and are vital to our Company's
long-term success. To better ensure that you share our commitment to the future,
the Compensation Committee has authorized your receipt of Stock Options that
will vest over a period of time pursuant to the enclosed Stock Option Agreement.
Please review the Agreement, sign the last page and make a copy for your
records. RETURN THE ENTIRE AGREEMENT TO XXXXXX XXXXX IN HUMAN RESOURCES AT ANDRX
IN PLANTATION, FLORIDA.
If you have any questions, do not hesitate to call Xxx Xxxxx at 0-000-000-0000
(x7708) or Xxxxxxxx Xxxxxx at 0-000-000-0000 (x7663).
PLEASE KEEP THIS MATTER CONFIDENTIAL
THIS IS A REWARD, WHICH MANY OF YOUR CO-WORKERS MAY NOT HAVE RECEIVED
ANDRX CORPORATION STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT ("Agreement") dated as of DATE between ANDRX CORPORATION,
a Delaware corporation ("the Corporation" or "Andrx"), and FIRST NAME LAST NAME
("Holder"), is made pursuant to the Corporation's 2000 Stock Option Plan ("2000
Plan"). Capitalized terms used in this Agreement, but not defined herein, shall
have the meanings set forth in the 2000 Plan.
W I T N E S S E T H:
WHEREAS, the Corporation is authorized to issue stock options to employees
pursuant to the 2000 Plan in order to encourage them to remain in the employ of
the Corporation or a Subsidiary, and the Corporation has decided to award
certain options to Holder.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
1. GRANT OF OPTIONS: The Corporation hereby grants to the Holder, Options
(the "Options") as follows:
Date of Grant DATE
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Number of Shares SHARES
Type of Shares Andrx Corporation - Andrx Group Common Stock
Type of Option Non Qualified
Exercise Price PRICE
Vesting 25% DATE, YEAR
25% DATE, YEAR
25% DATE, YEAR
25% DATE, YEAR
Expiration DATE, YEAR
The Options are not intended to constitute "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended. The Holder agrees to be bound by all of the terms and conditions of the
2000 Plan and this Agreement.
2. NONTRANSFERABILITY OF OPTIONS
Options granted under this Agreement shall not be transferable other than
by will or the laws of descent and distribution, by gift to a Family Member or
through a domestic relations order in settlement of marital property rights,
except as provided in the 2000 Plan. During the Holder's lifetime the Options
shall be exercisable only by the Holder, except as provided in the preceding
sentence or as otherwise provided in the 2000 Plan.
3. VESTING AND EXERCISE OF OPTIONS
(a) The Options shall vest in accordance with paragraph 1 of this
Agreement, provided that no Termination of Employment has occurred before such
date.
(b) Subject to the foregoing and to paragraph 4 of this Agreement,
Holder may exercise the option to purchase the vested shares covered by this
Option at any time on or before the expiration date. Such exercise may be
effected only by giving written notice to the Corporation of the exercise of
this Option and the number of shares desired to be purchased. Such notice must
be delivered or, if mailed, postmarked on or before the date on which the right
to exercise the Option expires, and must be accompanied by cash (including
check, bank draft, money order or wire transfer to the order of the Corporation)
for payment in full of the exercise price of the shares purchased or by cashless
exercise, as provided in the 2000 Plan.
(c) Prior to Holder's purchase of shares, Holder shall, as a holder of
this Option, have none of the rights of a stockholder of the Corporation.
(d) The Options are not subject to the limitation set forth in Sections
7(c)(ii) and 12(f) of the 2000 Plan, and may, in the sole discretion of the
Committee, be accelerated within six months of the date of grant.
4. TERMINATION OF EMPLOYMENT
(a) If Holder's employment terminates for any reason other than for
Cause, Holder may exercise the vested portion of this Option only within sixty
(60) days after the termination of employment. In no event, however, may Holder
exercise this Option after the expiration date.
(b) If Holder's employment terminates for Cause, this Option and all
privileges hereunder shall immediately terminate.
(c) For purposes of this paragraph 4, a termination of employment shall
be deemed not to have occurred if, during the 60-day period following such
termination, Holder is deceased, disabled or retired.
5. REPRESENTATIONS: The Holder represents warrants, and agrees that:
(a) If requested by the Corporation or any representative of the
underwriters in connection with any registration of the offering of the
securities of the Corporation under the Securities Act of 1933, as amended (the
"Act"), the Holder shall not sell or otherwise transfer the exercised shares for
such requested period preceding and following the effective date of a
registration statement filed under the Act. The Corporation may impose
stop-transfer instructions with respect to the exercised shares subject to the
foregoing restrictions until the end of each such period.
(b) The Corporation shall not be obligated to sell or issue any
exercised shares pursuant to this Agreement if such sale or issuance, in the
opinion of the Corporation or the Corporation's counsel, might constitute a
violation by the Corporation of any provision of law, including without
limitation the provisions of the Act. The Corporation shall not be obligated to
take any affirmative action in order to cause the grant or exercise of this
option or the issuance or sale of any exercised shares pursuant thereto to
comply with any law.
(c) The Corporation may impose restrictions upon the sale, pledge or
other transfer of exercised shares (including the placement of appropriate
legends on stock certificates) if, in the judgment
of the Corporation or the Corporation's counsel, such restrictions are necessary
or desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state, or any other law.
(d) If the Corporation or the Corporation's counsel deems it necessary
or advisable in the exercise of their discretion, the issuance of exercised
shares may be conditioned upon certain representations, warranties, and
acknowledgments including, that (i) Holder has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Corporation with respect to the terms and conditions of the transaction
contemplated hereby and with respect to the business, affairs, financial
conditions, and results of operations of the Corporation, and (ii) Holder has
had access to such financial and other information as is necessary in order to
make a fully-informed decision as to investment in the Corporation by way of
purchase of the exercised shares, and have had the opportunity to obtain any
additional information necessary to verify any such information.
6. TAX WITHHOLDING
In the event that the Holder elects to exercise the vested portion of an
Option, and if the Corporation or any Subsidiary shall be required to withhold
any amounts by reason of any Federal, State or local tax rules or regulations in
respect to the issuance of shares to the Holder pursuant to the exercise of such
Option, the Holder shall make available to the Corporation or such subsidiary,
promptly when requested by the Corporation or such subsidiary, sufficient funds
to meet the requirements of such withholding; and the Committee shall be
entitled to take and authorize such steps as it may deem advisable in order to
have such funds made available to the Corporation or such subsidiary out of any
funds or property due or to become due to the Holder.
7. OFFERING MEMORANDUM AND FORM 10-K.
This Agreement is entered into pursuant to the 2000 Plan, as described in
the Offering Memorandum, a copy of which has been provided to Holder. Holder
acknowledges that he or she has received and reviewed the Offering Memorandum.
Unless specifically set forth in this Agreement to the contrary, this Agreement
shall remain subject to all of the provisions in the 2000 Plan, and in the event
there are any non-specific inconsistencies between the 2000 Plan and this
Agreement, the Holder shall be bound by the terms of the 2000 Plan. The
Corporation's most recent Form 10-K filed with the Securities and Exchange
Commission can be accessed on the Company's intranet and is also available to
you upon request.
8. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida
without giving effect to choice of law principles.
IN WITNESS WHEREOF, the Corporation and the Holder have entered into this
Agreement as of the date first set forth above.
ANDRX CORPORATION
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Xxxxxx X. Xxxx, Chief Executive Officer
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FIRST NAME LAST NAME
