Exhibit 4.5
RightCHOICE MANAGED CARE, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE RightCHOICE MANAGED CARE, INC.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement")
is made as of the ____ day of ______________, 199__, by and
between RightCHOICE Managed Care, Inc. ("RightCHOICE"), a
Missouri corporation (the "Corporation"), and
_______________________________ ("Nonemployee Director").
W I T N E S S E T H:
The Corporation has determined that it is in the best
interests of the Corporation and its shareholders to encourage
ownership in the Corporation by each member of the Corporation's
Board of Directors (the "Board") who is not otherwise an employee
of the Corporation or an Affiliate of the Corporation, to secure
and retain the services of persons capable of serving in such
capacity, and to provide incentives for such persons to exert
maximum efforts for the success of the Corporation. To that end,
a non-qualified stock option is granted to the Nonemployee
Director pursuant, and subject to, the RightCHOICE Managed Care,
Inc. Nonemployee Directors' Stock Option Plan (the "Plan") on the
following terms and conditions:
I.
Defined Terms
Unless otherwise defined herein or, unless the context
requires a different definition, capitalized terms used herein
shall have the meanings assigned to them in the Plan.
II.
Shares Optioned, Option Price and Time of Exercise
Effective as of __________________, 199__, the Nonemployee
Director, subject to the terms and provisions set forth
hereinafter and in the Plan, has been granted the right and
option to purchase all or any part of the number of shares set
forth in Exhibit A of the presently authorized but unissued class
A common stock, $.01 per share par value ("Common Stock"), of the
Corporation at the purchase price per share set forth as the
Option Price in Exhibit A (the option hereby granted being
hereinafter referred to as the "Option").
The Option shall not be considered granted (as of the
effective date described above) or become exercisable unless and
until Nonemployee Director delivers to the Corporation a fully
executed counterpart of this Agreement. Thereafter, the Option
shall be exercisable in accordance with the Exercise Schedule set
forth on Exhibit A, subject to any termination, acceleration or
change in such Exercise Schedule set forth in this Agreement.
Neither the Option nor any other rights granted under this
Agreement may be exercised after the Expiration Date set forth on
Exhibit A and, before that time, the Option may be terminated as
hereinafter provided. No partial exercise of the Option may be
for less than 100 full shares unless the remaining shares that
have become purchasable are less than 100 shares.
III.
Exercise Procedure and Withholding
Nonemployee Director shall exercise the Option by notifying
the Corporation of the number of shares that he desires to
purchase and by delivering with such notice the full payment for
the purchase price of the shares being purchased. Such purchase
price shall be payable in cash, in Common Stock or in a
combination of cash and Common Stock. For purposes of
determining the amount, if any, of the purchase price satisfied
by payment in Common Stock, such Common Stock shall be valued at
its Fair Market Value on the date of exercise, as determined by
the Administrator. Any Common Stock delivered in satisfaction of
all or a portion of the purchase price shall be appropriately
endorsed for transfer and assignment to the Corporation.
The Corporation will, as soon as is reasonably possible,
notify the Nonemployee Director of the amount of withholding tax,
if any, that must be paid under federal, state and local law due
to exercise of the Option. The Corporation shall have no
obligation to deliver certificates for the shares purchased until
Nonemployee Director pays to the Corporation in cash or in Common
Stock the amount of withholding specified in the Corporation's
notice. Alternatively, Nonemployee Director may direct the
Corporation to withhold that number of shares of Common Stock
(valued at Fair Market Value on the date of withholding)
sufficient to satisfy such obligation, subject to such
restrictions or procedures as the Administrator deems necessary
to satisfy Rule 16b-3.
IV.
Termination as a Director
(a) Termination. In the event the Nonemployee Director
ceases to be a member of the Board, including a termination that
is voluntary on the part of the Nonemployee Director, other than
a termination for Cause or death, the Nonemployee Director may
exercise the Option at any time within three (3) months of such
termination, but in no event prior to the date set forth on the
Exercise Schedule on Exhibit A and after the Expiration Date set
forth on Exhibit A hereto. In the event of a termination of the
employment of the Nonemployee Director that is for Cause, the
Option, to the extent not previously exercised, shall forthwith
terminate on the date of such termination.
(b) Death. In the event of the Nonemployee Director's
termination by reason of death, the Option (to the extent not
previously terminated or forfeited) shall be fully exercisable as
to all remaining shares subject to it and the beneficiary
designated in Exhibit B hereto or absent such beneficiary the
legal representative of the Nonemployee Director's estate, may
exercise the Option at any time within one (1) year after
termination due to death, but in no event after the Expiration
Date set forth on Exhibit A hereto.
(c) Notwithstanding any other provision of this Agreement
to the contrary, no portion of the Option may be exercised
earlier than six (6) months from the effective date of the grant
of the Option.
VI.
Non-Assignability and Term of Option
The Option shall not be transferrable or assignable by the
Nonemployee Director, otherwise than as provided under Section
X(a), hereof, and the Option shall be exercisable, during the
Nonemployee Director's lifetime, only by him or, during periods
of legal disability, by the Nonemployee Director's guardian or
other legal representative. No Option shall be subject to
execution, attachment, or similar process.
In no event may the Option be exercisable to any extent by
anyone after the Expiration Date specified in Exhibit A. It is
expressly agreed that, anything contained herein to the contrary
notwithstanding, this Agreement shall not confer upon any
Nonemployee Director any right to continue on the Board of the
Corporation or shall affect any right of the Corporation, its
Board or stockholders or any Affiliate to terminate the service
of any Nonemployee Director with or without cause.
VII.
Rights of Nonemployee Director in Stock
Neither Nonemployee Director, nor his successor in interest,
shall have any of the rights of a shareholder of the Corporation
with respect to the shares for which the Option is issued until
such Option is exercised in accordance with the Plan and this
Agreement and such shares are delivered by the Corporation.
VIII.
Notices
Any notice to be given hereunder shall be in writing and
shall be addressed to the Corporation, to the attention of its
Senior Vice President and General Counsel at 0000 Xxxxxxxx, Xx.
Xxxxx, Xxxxxxxx, 00000; and any notice to be given to the
Nonemployee Director shall be addressed to the address designated
below the signature appearing hereinafter, or at such other
address as either party may hereafter designate in writing to the
other. Any such notice shall have been deemed duly given when
enclosed in a properly sealed envelope, addressed as aforesaid,
registered or certified and deposited (with the proper postage
and registration or certificate fee prepaid) in the United States
mail.
IX.
Successor or Assigns of the Corporation
The Option shall be binding upon and shall inure to the
benefit of any successor of the Corporation.
X.
Miscellaneous
(a) Designation of Beneficiary. The Nonemployee Director
shall have the right to appoint any individual or legal entity in
writing, on Exhibit B hereto, as his beneficiary to receive any
Option (to the extent not previously terminated or forfeited)
under this Agreement upon the Nonemployee Director's death. Such
designation under this Agreement may be revoked in writing by the
Nonemployee Director at any time and a new beneficiary may be
appointed by the Nonemployee Director by execution and submission
to the Administrator of a revised Exhibit B to this Agreement.
In order to be effective, a designation of beneficiary must be
completed by the Nonemployee Director on Exhibit B and,
notwithstanding Section VIII, received by the Administrator, or
its designee, prior to the date of the Nonemployee Director's
death. In the absence of such designation, the Nonemployee
Director's beneficiary shall be the legal representative of the
Nonemployee Director's estate.
(b) Incapacity of Nonemployee Director or Beneficiary. If
any person entitled to a distribution under this Agreement is
incapable of making an election hereunder or of personally
receiving and giving a valid receipt for such distribution
hereunder, then, an election or claim therefore may be made by
and a distribution may be made to a duly appointed guardian or
other legal representative of such person. Any distribution made
pursuant to the above shall be a distribution for the account of
such person and a complete discharge of any liability of the
Administrator, the Corporation and the Plan therefore.
(c) Incorporation of the Plan. The terms and provisions of
the Plan are hereby incorporated in this Agreement. Unless
otherwise specifically stated herein, the terms and provisions of
the Plan shall control in the event of any inconsistency between
the Plan and this Agreement.
(d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAW OF THE STATE OF MISSOURI AND ALL APPLICABLE FEDERAL LAW.
(e) Gender. References to the masculine herein shall be
deemed to include the feminine, wherever appropriate.
(f) Counterparts. This Agreement may be executed in one or
more counterparts, which shall together constitute a valid and
binding agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the
Corporation and the Nonemployee Director as of the date and year
first written above.
RightCHOICE Managed Care, Inc.
By:_______________________________
Title:____________________________
Nonemployee Director
___________________________________
Address: ___________________________________
___________________________________
EXHIBIT A
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE RightCHOICE MANAGED CARE, INC.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. Date of Grant: ___________(Date of Agreement)
2. Nonemployee Director: ______________________________
3. Number of Shares: _____________(________) shares
of Common Stock.
4. Option Price per Share: _____________ ($_______) (Fair
Market Value as of the Date of
Grant).
5. Exercise Schedule: The options subject to this
Agreement shall first be
exercisable on ______________.
6. Expiration Date: __________________ (ten (10)
years from Date of Grant).
EXHIBIT B
DESIGNATION OF BENEFICIARY FOR THE
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE RightCHOICE MANAGED CARE, INC.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
Name of Nonemployee Director: _______________________________
Original Date of Agreement: ________________________________
If I shall cease to be a Nonemployee Director of the Corporation
by reason of my death, or if I shall die after I have terminated
service as a Nonemployee Director, but prior to the expiration of
the Option (as provided in the Agreement), then all rights to the
Option granted under this Agreement that I hereby hold upon my
death, to the extent not previously terminated or forfeited,
shall be transferred to _________________________________________
(insert name of beneficiary) in the manner provided for in the
Plan and the Agreement.
__________________ ___________________________________
Date Nonemployee Director's Signature
Receipt acknowledged on behalf of RightCHOICE Managed Care, Inc.
by:
__________________ ___________________________________
Date Representative of the Administrator
