EXHIBIT 10.18
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT made as of the 3rd day of August, 1999 between
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., a New York corporation (the
"Company"), and Xxxx Xxxxx (the "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 up to Ten Thousand (10,000) Common Shares of the Company
(the "Option Shares") during the following periods:
(a) All or any part of Three Thousand Four Hundred (3,400) Common
Shares may be purchased during the period commencing on the date hereof and
terminating at 5:00 P.M. on August 3, 2004 (the "Expiration Date");
(b) All or any part of Three Thousand Three Hundred (3,300) 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 Three Thousand Three Hundred (3,300) 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 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 Five Dollars and
87/100 ($5.87) (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. 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/Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Chairman
/s/Xxxx Xxxxx
Signature of Optionee
Xxxx Xxxxx
Name of Optionee
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.
Xxxx Xxxxx
Name of Optionee
Signature of Optionee
Address of Optionee
Date
