EXHIBIT A
EXHIBIT
10.36
EXHIBIT A
STOCK OPTION AGREEMENT made as of the October 27, 2003 between NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC., a Delaware corporation (the “Company”), and Xxxx Xxxxxxx (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 Fifty (50,000) thousand Common Shares of the Company (the “Option Shares”)
during the following periods:
(a) All or any part of sixteen thousand six hundred and sixty seven (16,667) Common Shares may
be purchased during the period commencing one year from the date hereof and terminating at 5:00 P.M.
on October ___, 2013 (the “Expiration Date”).
(b) All or any part of sixteen thousand six hundred and sixty seven (16,667) 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 sixteen thousand six hundred and sixty six (16,666) 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.
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
13.59 ($ ) dollars (the “Option Price”).
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.
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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. CHANGE IN CONTROL. In the event of a Change in Control (as defined
in the Employment Agreement), any Options granted hereunder which have not vested as of the date of
the Change in Control shall automatically vest on such date, provided that no acceleration of
exercisability shall occur with respect to an outstanding Option if and to the extent such Option
is, in connection with the Change in Control, to be assumed or otherwise continued in full force or
effect by the successor entity (or parent thereof) pursuant to the terms of the Change in Control
transaction.
7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby
incorporated by reference and made a part hereof.
8. 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:
Xxxxxxxx Xxxxxxxx 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.
9. 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.
10. 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/ Xxxxx Xxxx | ||
| Xxxxx Xxxx, CEO | ||
| /s/ Xxxx X. Xxxxxxx | ||
| Signature of Optionee | ||
| Xxxx X. Xxxxxxx | ||
| Name of Optionee |
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EXHIBIT A
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
a. 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 therefore.
| Name of Optionee | ||
| Signature of Optionee | ||
| Address of Holder | ||
| Date |
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