Exhibit10.85
STOCK OPTION AGREEMENT made as of the 20th day of February, 2001 between
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., a New York corporation (the
"Company"), and Xxxx X. Xxxxxxxxxx (the "Optionee").
WHEREAS, the Optionee is a non-employee Director 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 up to Eleven Thousand (11,000) Common Shares
of the Company (the "Option Shares") during the following periods:
(a) All or any part of Three Thousand Six Hundred Seventy (3,670) Common
Shares may be purchased during the period commencing on the date hereof and
terminating at 5:00 P.M. on February 19, 2006 (the "Expiration Date").
(b) All or any part of an additional Three Thousand Six Hundred Sixty-Five
(3,665) Common Shares may be purchased during the period commencing one year
from the date hereof and terminating at 5:00 P.M. on the Expiration Date.
(c) All or any part of an additional Three Thousand Six Hundred Sixty-Five
(3,665) 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.
2. NATURE OF OPTION. Such Options to purchase the Option Shares are not
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
One Dollar and .672 Cents ($1.672) (the "Option Price"). The Company shall pay
all original issue or transfer taxes on the exercise of the Option.
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.
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. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. 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: Secretary, 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.
8. 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.
9. ACCELERATION. In the event of any consolidation or merger of the Company
with or into another company where the Company is not the survivor or the
conveyance of all or substantially all of the assets of the Company to another
company (such consolidation, merger or conveyance of assets a "Change in
Control") each then outstanding Option (i) shall, immediately prior to the
effective date of the Change in Control, become fully exercisable, 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, and (ii) shall upon exercise thereafter entitle the holder
thereof to such number of shares of Common Stock or other securities or property
to which a holder of shares of Common Stock of the Company would have been
entitled upon such Change in Control.
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:
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Xxxx X. Xxxxxxx, Chairman
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Signature of Optionee
Xxxx X. Xxxxxxxxxx
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Name of Optionee
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Address of Optionee
EXHIBIT A
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
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 therefor.
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Name of Optionee
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Signature of Optionee
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Address of Optionee
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Date
