Exhibit 10.2
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STOCK OPTION AGREEMENT
pursuant to the
LABONE, INC.
1997 LONG-TERM INCENTIVE PLAN
AGREEMENT dated as of February 13, 1998, and entered into, in duplicate,
by and between LabOne, Inc. (LabOne), a Delaware corporation, and ------, the
("Optionee").
WITNESSETH that:
WHEREAS, LabOne has duly adopted the LabOne, Inc. 1997 Long-Term Incentive
Plan (the "Plan"); and
WHEREAS, the Committee referred to in the Plan (the "Committee"), pursuant to
authority vested in it by LabOne's Board of Directors, has authorized the
granting to the Optionee of a Nonqualified Stock Option as defined in the Plan
(the "Option"), to purchase shares of stock of LabOne upon the terms and
subject to the conditions hereinafter set forth, and LabOne desires by this
instrument to grant said Option and to specify the terms and conditions
thereof; and
WHEREAS, the shares of the common stock of LabOne that are covered by the
Option hereby granted under the Plan, when added to the other shares of the
common stock of LabOne that are covered by other stock options granted under
the Plan, do not exceed the total number of shares of the common stock of
LabOne with respect to which awards are authorized pursuant to Section 3 of
the Plan to be granted under the Plan.
NOW, THEREFORE, it is hereby covenanted and agreed by and between LabOne and
the Optionee as follows:
Section 1.
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LabOne hereby grants to the Optionee an Option to purchase an aggregate of
----- shares of the common stock of LabOne ("Shares") of par value one cent
($0.01) per Share. Subject to all of the terms and conditions hereinafter
set forth, such Option shall be irrevocable.
Section 2.
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The Option price with respect to the Shares covered by this Agreement shall
be -------- share (market price on date of grant).
Section 3.
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(a) Subject to all of the other terms and conditions hereinafter set forth,
the Option may be exercised by the Optionee on or after the respective dates
hereinafter specified, but not later than ten (10) years and one (1) day from
the date of this Agreement, namely:
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On and after February 13, 1999, the Option may be exercised in respect
of 20% of the aggregate number of Shares specified in Section 1, above;
On and after February 13, 2000, the Option may be exercised in respect
of an additional 20% of the aggregate number of Shares specified in
Section 1, above;
On and after February 13, 2001, the Option may be exercised in respect
of an additional 20% of the aggregate number of Shares specified in
Section 1, above;
On and after February 13, 2002, the Option may be exercised in respect
of an additional 20% of the aggregate number of Shares specified in
Section 1, above; and
On and after February 13, 2003, the Option may be exercised in respect
of an additional 20% of the aggregate number of Shares specified in
Section 1, above.
(b) Notwithstanding the provisions of Section 3 (a) above, the Option may be
exercised with respect to all of the Shares specified in Section 1, above,
immediately upon the occurrence of a Change of Control. "Change of Control"
means the occurrence of any of the following events:
(i) any Person (within the meaning of Section 13 (d) and 14 (d) of the
Securities Exchange Act of 1934, as amended [the "1934 Act"]), other than
Lab Holdings, Inc. ("LAB HOLDINGS") or an affiliate (as that term is
defined in Rule 12b-2 under the 0000 Xxx) of LAB HOLDINGS as of the date of
this Agreement, becomes the beneficial owner (within the meaning of Rule 13d-3
under the 0000 Xxx) of 20% or more of the combined voting power of LAB
HOLDINGS or any company that directly or indirectly controls LabOne (a "LabOne
Affiliate"); or
(ii) a majority of the Board of Directors of LAB HOLDINGS or a LabOne
Affiliate ceases to consist of Continuing Directors ("Continuing Director"
means, as to LAB HOLDINGS, any person who was a member of the Board of
Directors of LAB HOLDINGS as of the date of this Agreement, and any person who
subsequently becomes a member of such Board of Director if such person's
election or nomination for election to such Board of Directors is recommended
or approved by a majority of the Continuing Directors of LAB HOLDINGS; and as
to a LabOne Affiliate, "Continuing Director" means any person who is a member
of the Board of Directors of such LabOne Affiliate if such person is elected
to such Board of Directors with the approval of LAB HOLDINGS and/or any
affiliate of LAB HOLDINGS as the holder of at least a majority of the
outstanding voting interests of such LabOne Affiliate or if such person's
election or nomination for election to such Board of Directors is recommended
or approved by a majority of the Continuing Directors of such LabOne
Affiliate); or
(iii) the stockholders of LAB HOLDINGS or of any LabOne Affiliate approve an
agreement to merge or consolidate with another corporation, unless such merger
of consolidation (A) is approved by a majority of the Continuing Directors of
LAB HOLDINGS or of the LabOne Affiliate, as the case may be, and (B) is
specifically designated by a majority of the Continuing Directors of LAB
HOLDINGS or of the LabOne Affiliate, as the case may be, not to constitute a
change of control for purposes of the Plan; or
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(iv) the stockholders of LAB HOLDINGS or of any LabOne Affiliate approve an
agreement (including a plan of liquidation) to sell or otherwise dispose of
all or substantially all of the assets of LAB HOLDINGS or of any LabOne
Affiliate, unless such sale or other disposition is (A) approved by a majority
of the Continuing Directors of LAB HOLDINGS or the LabOne Affiliate, as the
case may be, and (B) is specifically designated by a majority of the
Continuing Directors of LAB HOLDINGS or of the LabOne Affiliate, as the case
may be, not to constitute a change of control for purposes of the Plan.
Section 4.
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Subject to all of the other terms and conditions set forth
hereinafter and in the Plan, the Optionee may exercise the Option in respect
of Shares on and after the appropriate dates set forth in Section 3 (a),
above, in whole at any time, or in part from time to time. The Optionee shall
give the committee a written notice to exercise the Option in whole or in a
specified part, and such notice shall be accompanied by cash (including
personal checks, certified checks, cashier's checks, or money orders) in full
payment for the Shares then being purchased. The Optionee shall have the
right, with the consent of, and subject to such terms and conditions as may be
established by, the Committee, to elect to pay all or a part of the option
price for the Shares by requesting LabOne to reduce the number of Shares
otherwise issuable to the Optionee upon the exercise of the Option by a number
of Shares having a fair market value at the time of exercise equal to such
option price.
The Option shall be deemed to be exercised (i) on the date that the notice of
exercise and the cash and/or election are received by the Committee or (ii) if
such notice of exercise and cash and/or election are mailed in the United
States and the United State Postal Service has stamped its postmark thereon,
then on the date of such postmark.
Section 5.
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(a) In no event may the Option be exercised later than one day after the
tenth (10th) anniversary of this Agreement; provided, however, that the Option
may be sooner terminated in accordance with the provisions of the Plan and of
this Section 5.
(b) If the Optionee's employment with LabOne and its subsidiaries (the
"Company") terminates for any reason other than Disability or Retirement (both
as defined in Section 6 (e) of the Plan) or death, and said termination does
not occur within twelve (12) months after a Change of Control, as defined in
Section 3 (b), above, the Optionee shall have the right to exercise the Option
within a period of three months after such termination to the extent that the
Option was exercisable at the time of termination. For purposes of this
Agreement, a leave of absence authorized by LabOne or a LabOne subsidiary to
the Optionee in writing shall not be deemed to be a termination of employment.
As used herein, the term Retirement means retirement pursuant to the pension
plan maintained by LabOne, as amended from time to time. As used herein, the
term Disability means a condition that, in the judgment of the committee, has
rendered a grantee completely and presumably permanently unable to perform any
and every duty of his regular occupation.
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(c) If the Optionee's employment with the Company terminates because of the
Optionee's death, or if the Optionee dies within twelve (12) months after
termination of employment due to Disability or Retirement, or if the Optionee
dies within three (3) months after termination of employment for any reason,
the Option, if held by the Optionee on the date of the Optionee's death, may
be exercised within (but not later than) twelve (12) months after the
Optionee's death, and only to the extent that the Option could have been
exercised immediately before the Optionee's death. In that event, the Option
may be exercised only by the Optionee's Beneficiary as defined in Section 15
(c) of the Plan. For purposes of this Section 5 (c), the Optionee may
designate in writing a person or persons as his Beneficiary with respect to an
Option; or, in the absence of an effective designation or if the designated
person or persons predeceased the Optionee, the Optionee's Beneficiary shall
be the Optionee's estate on the person or persons who acquire by bequest or
inheritance the Optionee's right in respect of an Option. In order to be
effective, an Optionee's designation of a Beneficiary must be on file with the
Committee before the Optionee's death. Any such designation may be revoked
and a new designation substituted therefor at any time before the Optionee's
death.
(d) If the Optionee's employment with the Company terminates because of his
Retirement or Disability, the Optionee may exercise the Option, to the extent
that it could be exercised upon such termination of employment, at any time
within twelve (12) months after the Optionee's employment so terminates.
(e) If the Optionee's employment with the Company terminates for any reason,
other than Retirement or Disability or death, within twelve (12) months after
a Change of Control, as defined in Section 3 (b), above, the Optionee may
exercise the Option at any time within twelve (12) months after the Optionee's
employment so terminates.
(f) In the case of an Optionee who is a director of the Company, (i) the term
"employment" as used in this Section 5 shall mean Optionee's service as a
director of the Company or his employment with the Company, whichever
terminates later, and (ii) the term "Retirement" as used in this Section 5
shall mean the termination of the Optionee's service as a director of the
Company (unless the termination of such service precedes the termination of
the Optionee's employment as an employee of the Company, in which case the
term "Retirement" shall have the meaning ascribed thereto by Section 5 (b)
hereof).
(g) Anything in this Agreement to the contrary notwithstanding, nothing in
this Section 5 or elsewhere in this Agreement shall be deemed or construed as
extending the ten-year-and-one-day period described in Section 5 (a), above.
Section 6.
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At the time of exercise of the Option, notice having been given as
aforesaid, Shares shall be delivered by LabOne against full payment of the
Option price in respect of the Shares delivered, subject to the provisions of
Section 7 hereof.
Section 7.
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Each exercise of the Option shall be subject to the condition that
if at any time LabOne shall determine, in its discretion, that it is necessary
or desirable as a condition of, or in connection with, such exercise (or the
delivery or purchase of Shares thereunder) (i) to satisfy withholding tax or
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other withholding liabilities, (ii) to effect the listing, registration, or
qualification on any securities exchange or under any state or federal law of
any Shares otherwise deliverable in connection with such exercise, (iii) to
obtain an agreement by the Optionee with respect to the disposition of the
Shares, then in any such event such exercise shall not be effective unless
such withholding, listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to LabOne. Any such limitation affecting the right to exercise an
Option shall not extend the time within which the Option may be exercised,
unless the Committee determines otherwise in its sole discretion; and neither
the Company nor its directors or officers nor the Committee shall have any
obligation or liability to the Optionee or to a Beneficiary with respect to
any Shares with respect to which the Option shall lapse or with respect to
which the purchase of Shares shall not be effected, because of such
limitation.
Section 8.
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The Optionee shall be solely responsible for any federal, state or
local income taxes imposed in connection with the exercise of the Option or
the delivery of Shares incident thereto. Prior to the transfer of Shares to
the Optionee in connection with the exercise of the Option, the Optionee shall
remit to LabOne an amount sufficient to satisfy any federal, state or local
withholding tax requirements. The optionee may satisfy the withholding
requirements in whole or in part by electing (the "Election") to have LabOne
withhold Shares having a value of equal to the amount required to be withheld.
The value of each Share to be withheld shall be the fair market value, as
determined by the Committee, of a Share on the date that the amount of tax to
be withheld is determined (the "Tax Date"). Such Election must be made prior
to the Tax Date, must comply with all applicable securities law and other
legal requirements, as interpreted by the Committee, and may not be made
unless approved by the Committee, in its discretion.
Section 9.
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If the Optionee disposes of any of the Shares purchased pursuant
to the Option, then, in order to provide the Company with the opportunity to
claim the benefit of any income tax deduction that may be available to it
under the circumstances, the Optionee shall promptly notify the Company of the
dates of acquisition and disposition of such Shares, the number of Shares so
disposed of and the consideration, if any, received for such Shares.
Section 10.
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Each Option is personal to the Optionee, is not transferable by
the Optionee other than by will or by the laws of descent and distribution in
accordance with Section 5 (c), above, and is exercisable, during the
Optionee's lifetime, only by the Optionee.
Section 11.
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Unless otherwise provided by the Plan, the Optionee shall have no
rights as a shareholder with respect to any Shares covered by this Agreement
unless and until certificates for such Shares are issued to him, and the
issuance of Shares shall confer no retroactive right to dividends.
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Section 12.
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Subject to the provisions of Section 3 (b) of the Plan, in the
event that the Committee determines that any dividend or distribution (whether
in the form of cash, Shares, other securities or other property),
recapitalization, merger, consolidation, reorganization, spin-off or split-up,
reverse stock split, combination or exchange of Shares or other transaction
affects the Shares such that an adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee may, in such manner as it may deem equitable and without the consent
of Optionee, adjust the number and kind of securities subject to the Option
and the exercise price per share, and may make such other changes as it deems
equitable in its absolute discretion. Fractional Shares resulting from any
such adjustments shall be eliminated.
Section 13.
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Nothing contained in this Agreement shall be deemed by
implication or otherwise to impose any limitation on any right of LabOne or
any of its subsidiaries to terminate the Optionee's employment at any time, in
the absence of a specific agreement to the contrary.
Section 14.
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Any notice to be given hereunder by the Optionee shall be sent by
mail addressed to LabOne, Inc., 00000 X. 00xx Xxxxxxx, Xxxxxx, Xxxxxx, 00000,
for the attention of the Corporate Secretary, and any notice by LabOne to the
Optionee shall be sent by mail addressed to the Optionee at the address of the
Optionee listed in the records of the company. Either party may, by notice
given to the other in accordance with the provisions of this Section, change
the address to which subsequent notices shall be sent.
Section 15.
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It is expressly understood and agreed that the Optionee assumes
all risks incident to any change hereafter in the applicable laws or
regulations or incident to any change in the market value of the Shares after
the exercise of the Option in whole or in part.
Section 16.
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The Option is not, is not intended to be, and shall not be treated as, an
Incentive Stock Option (as defined in the Plan).
Section 17.
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This Agreement is entered into pursuant to the Plan (a copy of which is
delivered to the Optionee concurrently with this grant). This Agreement is
subject to all of the terms and provisions of the Plan, which are incorporated
into this Agreement by reference. In the event of a conflict between this
Agreement and the Plan, the provisions of the Plan shall govern.
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Section 18.
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The Option is subject to and contingent upon approval of the Plan by the
stockholders of LabOne at a meeting of stockholders duly held in accordance
with the applicable laws of the State of Delaware within twelve (12) months
after the effective date of the Plan. Should stockholders fail to so approve
the Plan, this Option shall be null and void. Any other provisions of this
Option to the contrary notwithstanding, the Option may not be exercised in
whole or in part until after such stockholder approval has been obtained.
Section 19.
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This Agreement shall be governed by, and shall be construed, enforced and
administered in accordance with, the laws of the State of Delaware, except to
the extent that such laws may be superseded by any federal law. This
Agreement may not be modified orally.
IN WITNESS WHEREOF, LabOne, Inc. has caused this Agreement 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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Optionee
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