EXHIBIT 10.59
STOCK OPTION AGREEMENT
under the
RENAL CARE GROUP, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Grantee: W. Xxxxxx Xxxxxxxx
Number of Shares Subject to Option:5,625
Option Price per Share: $29.63
Date of Grant: June 7, 2001
1. Grant of Option. Renal Care Group, Inc. (the "Corporation")
hereby grants to the Grantee named above (the "Grantee"),
under the Renal Care Group, Inc. 1996 Stock Option Plan for
Outside Directors (the "Plan"), a non-qualified stock option
to purchase, upon the terms and conditions set forth in this
agreement (this "Stock Option Agreement"), the number of
shares indicated above of the Corporation's $.01 par value
common stock (the "Common Stock"), at the option price per
share set forth above, which is the Fair Market Value per
share of Common Stock on the date of grant. Capitalized terms
used herein and not otherwise defined shall have the meanings
assigned such terms in the Plan.
2. Period of Option and Limitations on Right to Exercise. The
option granted hereby will, to the extent not previously
exercised, expire on the date ten (10) years after the date of
grant of the option (the "Expiration Date"), unless sooner
terminated in whole or in part as follows:
(a) Termination of Directorship. Upon termination of the Grantee's
membership on the Board of Directors of the Corporation for
any reason (other than death), the option granted hereby shall
terminate as of the date of termination of the Grantee's
membership on the Board, but in no event later than the date
of expiration of the option as provided above in this Section
2, provided that any unexpired portion of the option granted
hereby which is otherwise exercisable on the date of such
termination may be exercised by the Grantee at any time within
three (3) months following the date of such termination,
unless the Grantee dies during such three (3) month period,
but in no event later than the date of expiration of this
option as provided above in this Section 2. Such exercise
otherwise shall be subject to the terms and conditions of the
Plan and this Stock Option Agreement.
(b) Death. Upon death of the Grantee, the option granted hereby
shall terminate and be unexercisable on the date of death,
provided that any unexercised portion of the option granted
hereby which is otherwise exercisable at the date of death may
be exercised by his or her personal representatives, heirs, or
legatees ("Grantee's
Successors") at any time prior to the expiration of one (1)
year after the Grantee's death, but in no event later than the
date of expiration of this option as provided above in this
Section 2. Such exercise otherwise shall be subject to the
terms and conditions of the Plan and this Stock Option
Agreement.
3. Exercise of Option. The terms, times and conditions of
exercise of the option granted hereby are as follows:
The option shall be immediately exercisable, in whole or in part.
The option price shall be payable in full upon the exercise of the
option in cash, by check, in shares of Common Stock, or in any combination
thereof.
The option granted hereby shall be exercised by an irrevocable written
notice directed to the Secretary of the Corporation at the Corporation's
principal place of business.
In addition, the terms contained in the Plan are incorporated into and
made a part of this Stock Option Agreement and this Stock Option Agreement shall
be governed by and construed in accordance with the Plan.
4. Nontransferability. The option granted hereby is not
assignable or transferable by the Grantee except by will, the
laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined in Title I of the Employee
Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986, as amended. The option may be
exercised during the lifetime of the Grantee only by the
Grantee.
5. Limitation of Rights. Neither the Grantee nor the Grantee's
Successors shall have rights as a stockholder of the
Corporation with respect to shares of Common Stock covered by
this option until the Grantee or the Grantee's Successors
become the holder of record of such shares.
6. Common Stock Reserve. The Corporation shall at all times
during the term of this Stock Option Agreement reserve and
keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Stock Option
Agreement.
7. Plan Controls. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this
Stock Option Agreement, the provisions of the Plan shall be
controlling and determinative.
8. Successors. This Stock Option Agreement shall be binding upon
any successor of the Corporation, in accordance with the terms
of this Stock Option Agreement and the Plan.
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IN WITNESS WHEREOF, Renal Care Group, Inc., acting by and through its
duly authorized officers, has caused this Stock Option Agreement to be executed,
and the Grantee has executed this Stock Option Agreement, all as of the day and
year first above written.
RENAL CARE GROUP, Inc.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
GRANTEE:
/s/ W. Xxxxxx Xxxxxxxx
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W. Xxxxxx Xxxxxxxx
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