EXHIBIT 10-Y
AGREEMENT FOR RESTRICTED STOCK
GRANTED UNDER PRIORITY HEALTHCARE CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
This Agreement has been entered into as of the 27th day of October,
2003 between Priority Healthcare Corporation, an Indiana corporation (the
"Company") and _____________________, an employee of the Company (the
"Employee"), pursuant to the Company's 1997 Stock Option and Incentive Plan (the
"Plan") and evidences and sets forth certain terms of the grant to the Employee
pursuant to the Plan of an aggregate of ______ shares of Restricted Stock as of
the date of this Agreement. Capitalized terms used herein and not defined herein
have the meanings set forth in the Plan.
Section 1. Receipt of Plan; Restricted Stock and this Agreement
Subject to Plan. The Employee acknowledges receipt of a copy of the Plan. This
Agreement and the shares of Restricted Stock granted to Employee are subject to
the terms and conditions of the Plan, all of which are incorporated herein by
reference.
Section 2. Restricted Period; Lapse of Restrictions and Vesting . Of
the ______ shares of Restricted Stock granted to the Employee, the restrictions
on the specified portions shall lapse and such portion of the shares shall
become fully vested and not subject to forfeiture to the Company as follows:
_______ shares on October 27, 2004; _______ shares on October 27, 2005; ______
shares on October 27, 2006; and ______ shares on October 27, 2007.
Section 3. Certificates for Shares. Each certificate representing the
shares of Restricted Stock granted to the Employee shall be registered in the
name of the Employee and deposited by the Employee, together with a stock power
endorsed in blank, with the Company and shall bear the following (or a similar)
legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the 1997 Stock Option and Incentive Plan of
Priority Healthcare Corporation and an Agreement for Restricted Stock
entered into between the registered owner and Priority Healthcare
Corporation. Copies of such Plan and Agreement are on file in the
office of the Secretary of Priority Healthcare Corporation."
Upon the lapse of restrictions on any portion of such shares of
Restricted Stock, the Company shall promptly deliver a stock certificate for
such portion of shares to the Employee.
Section 4. Transferability. Until such time as the restrictions on the
shares of Restricted Stock granted to Employee have lapsed and such shares are
no longer subject to forfeiture to the Company, the Employee shall not sell,
assign, transfer, pledge or otherwise encumber such shares of Restricted Stock.
Section 5. Termination. If the Continuous Service of an Employee is
terminated for cause, or voluntarily by the Employee for any reason (other than
death, total or partial disability or normal or early retirement), all shares of
Restricted Stock granted to the Employee which at the time of such termination
of Continuous Service are still subject to restrictions shall upon such
termination of Continuous Service be forfeited and returned to the Company.
If the Employee ceases to maintain Continuous Service by reason of death or
total or partial disability, then the restrictions with respect to the Ratable
Portion of the shares of Restricted Stock granted to the Employee shall lapse
and such shares shall be free of restrictions and shall not be forfeited.
If the Employee ceases to maintain Continuous Service by reason of normal or
early retirement, all terms of the shares of Restricted Stock granted to the
Employee shall remain the same as provided in this Agreement and shall not be
forfeited.
If the Employee is terminated without cause, any Restricted Period shall lapse
upon such termination and all shares of Restricted Stock granted to the Employee
shall become fully vested to the Employee.
If the Continuous Service of the Employee is involuntarily terminated, for
whatever reason, at any time within twelve months after a Change in Control, any
Restricted Period with respect to the shares of Restricted Stock granted to the
Employee shall lapse upon such termination and all shares of Restricted Stock
granted to the Employee shall become fully vested in the Employee.
Section 6. 83(b) Election. The Employee agrees not to make any
election under Section 83(b) of the Code with respect to any shares of
Restricted Stock granted under this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the
undersigned thereunto duly authorized as of the date first above written.
PRIORITY HEALTHCARE CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer
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Employee
