Exhibit 10.3
AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT
pursuant to the
LABONE, INC.
1997 LONG-TERM INCENTIVE PLAN
This AMENDMENT No. 1 TO STOCK OPTION AGREEMENT ("Amendment") is dated as
of _____________ and entered into by and between LabOne, Inc. ("LabOne"), a
Missouri corporation, and _____________________ ("Optionee").
WITNESSETH that:
WHEREAS, LabOne and the Optionee are parties to one or more Stock Option
Agreements relating to stock options granted under the LabOne, Inc. 1997
Long-Term Incentive Plan (the "Plan") that are not fully vested as of the date
hereof (individually the "Stock Option Agreement" or collectively the "Stock
Option Agreements"); and
WHEREAS, LabOne and the Optionee desire to amend the Stock Option
Agreements to provide that such stock options shall become fully exercisable
upon consummation of a merger or consolidation of LabOne with another
corporation rather than upon shareholder approval of such a transaction; and
WHEREAS, it is in the best interests of LabOne and the Optionee to make
such change in order for LabOne to be able to engage in one or more corporate
transactions;
NOW, THEREFORE, in consideration of the terms and provisions of this
Amendment and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
Section 1. Section 3(b)(iii) of each outstanding Stock Option Agreement is
hereby amended to read as follows:
(iii) LabOne merges or consolidates with another corporation or other
entity, unless such merger of consolidation (A) is approved by a majority
of the Continuing Directors of LabOne, and (B) is specifically designated
by a majority of the Continuing Directors not to constitute a change of
control for purposes of the Plan; or
Section 2.The remaining provisions of each Stock Option Agreement shall
apply to this Amendment and to such Stock Option Agreement as amended by this
Amendment.
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IN WITNESS WHEREOF, LabOne, Inc. has caused this Amendment to be executed
in its corporate name, and the Optionee has executed the same in evidence of the
Optionee's acceptance hereof, upon the terms and conditions herein set forth, as
of the day and year first above written.
LABONE, INC.
By:
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Name:
Title:
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Optionee
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