[DESCRIPTION] MATERIAL CONTRACTS
EX-10.54 Copy of Non-Incentive Stock Option
Agreement dated December 23, 1996,
between Registrant and Xxxxxx X. Xxxxx, Xx.*
NON-INCENTIVE STOCK OPTION AGREEMENT
To: XXXXXX X. XXXXX, XX.
We are pleased to notify you that by the determination of
the Compensation Committee (hereinafter called the "Committee") a
non-incentive stock option to purchase 450,000 shares of the
Common Stock of The WellCare Management Group, Inc. (herein called
the "Company") at a price of $10.00 per share has this 23rd day of
December, 1996 been granted to you under the Company's 1996 Non-Incentive
Executive Stock Option Plan (herein called the "Plan").
This option and the Plan are subject to shareholder approval and,
following such approval, this option may be exercised only upon
the terms and conditions set forth below. All capitalized terms
not herein defined shall have the meanings set forth in the Plan,
unless the context requires a different meaning.
1. Purpose of Option.
The purpose of this Plan is to acknowledge exceptional
services to the Company by senior executives and to provide an
added incentive for such senior executives to continue to provide
such services and to promote the best interests of the Company.
2. Acceptance of Option Agreement.
Your execution of this non-incentive stock option agreement
will indicate your acceptance of and your willingness to be bound
by its terms; it imposes no obligation upon you to purchase any of
the shares purchasable hereunder. Your obligation to purchase
shares will arise only upon your exercise of this option in the
manner set forth in Section 3 hereof.
3. When Option May Be Exercised.
If this option has not terminated, lapsed or expired
pursuant to Section 6 hereof, this option may be exercised in its
entirety prior to its expiration on December 22, 2001, but only
upon the occurrence of any of the following:
(a) If the closing sale price of the Company's Common
Stock (or the average of the closing bid and asked prices if
closing sale prices are not reported) for thirty consecutive
Trading Days (as defined below) is equal to or greater than
$20.00 per share. The term "Trading Day" shall mean a day
on which the principal national securities exchange (or The
Nasdaq National Market) on which the Common Stock is listed
or admitted to trading is open for the transaction of
business;
(b) A Change of Control (as defined below) of the Company,
if (i) on the date of such Change of Control the Fair Market
Value of the Company's Common Stock is equal to or greater
than $17.50 per share or (ii) shares of Common Stock are
purchased at a price equal to or greater than $17.50 per
share in the transaction implementing such Change of
Control. If neither (i) nor (ii) above occurs upon a Change
of Control of the Company, this option shall immediately
terminate, lapse and expire. For purposes of this Section
3, a "Change In Control" shall mean (x) the sale or other
disposition to a person, entity or group (as such term is
defined in Rule 13d-5 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of 50% or more of the
Company's consolidated assets or (y) the acquisition of 50%
or more of the outstanding shares of Common Stock by a
person or group (as such term is defined in Rule 13d-5 under
the Exchange Act);
(c) Your death or Disability. The term "Disability" shall
have the meaning set forth in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"); or
(d) The thirty day period commencing November 23, 2001 and
ending December 22, 2001.
4. How Option May Be Exercised.
This option is exercisable by a written notice signed by you
and delivered to the Company at its executive offices signifying
your election to exercise this option. The notice must state the
number of shares of Common Stock being purchased, must contain a
statement by you (in a form acceptable to the Company) that such
shares are being acquired by you for investment and not with a
view to their distribution or resale (unless a registration
statement covering the shares purchasable has been declared
effective by the Securities and Exchange Commission) and must be
accompanied by payment as set forth in Section 5 hereof for the
full purchase price of the shares being purchased, plus such
amount, if any, as is required for withholding taxes.
Notwithstanding anything herein to the contrary, this option may
not be exercised for less than fifty thousand shares at any one
time (or the remaining shares then purchasable if less than fifty
thousand).
If notice of the exercise of this option is given by a
person or persons other than you, the Company may require, as a
condition to the exercise of this option, the submission to the
Company of appropriate proof of the right of such person or
persons to exercise this option.
Certificates for shares of the Common Stock so purchased
will be issued as soon as practicable. The Company, however,
shall not be required to issue or deliver a certificate for any
shares until it has complied with all requirements of the
Securities Act of 1933, the Exchange Act, The Nasdaq National
Market or any stock exchange on which the Company's Common Stock
may then be listed and all applicable state laws in connection
with the issuance or sale of such shares or the listing of such
shares thereon. Further, in the event a registration statement
relating to the shares of Common Stock purchasable upon exercise
of this option has been declared effective by the Securities and
Exchange Commission, you agree by accepting this option to refrain
from selling or offering to sell any of the shares of Common Stock
purchasable hereunder for such reasonable period of time after the
effective date of a registration statement relating to an
underwritten offering of securities of the Company as may be
requested by the managing underwriter of such underwritten
offering and approved by the Company's Board of Directors.
Until the issuance of the certificate for such shares, you
or such other person as may be entitled to exercise this option,
shall have none of the rights of a shareholder with respect to the
shares purchasable upon exercise of this option.
5. Payment of Options.
Payment for the shares of Common Stock may be made (i) in
cash or by check payable to the order of the Company, (ii) by
surrender of shares of Common Stock having a Fair Market Value
equal to the exercise price of this option; or (iii) by any
combination of the foregoing where approved by the Committee in
its sole discretion; provided, however, in the event of payment
for the shares of Common Stock by method (ii) above, the shares of
Common Stock so surrendered, if originally issued to you upon
exercise of an option granted by the Company, must have been held
by you for more than six months.
6. Term and Termination of Options.
This option expires on December 22, 2001 at 5 p.m., New York
time, whether or not it has been duly exercised.
Notwithstanding anything herein to the contrary, this option
shall immediately terminate, lapse and expire upon the occurrence
of any of the following: (i) your refusal, prior to December 31,
1999, to act at the Company's request as Chief Executive Officer
of the Company; (ii) your refusal, prior to December 31, 2001, to
act at the Company's request as a director of the Company; (iii)
your removal as Chief Executive Officer by the Company With Cause
(as defined below) or (iv) your removal as a director by the
Company "for cause" pursuant to the procedures set forth in the
Company's charter. For purposes of this Section 6, the term "With
Cause" shall mean (a) your willful failure to perform your
reasonable responsibilities and duties attendant to your position
with the Company or (b) your indictment for any felony.
If you cease being either Chief Executive Officer or a
director of the Company other than by reason of (i) through (iv)
above, including without limitation by reason of your death or
Disability, this option shall continue in full force and effect
until its expiration on December 22, 2001.
7. Subject to Terms of the Plan.
This non-incentive stock option agreement shall be subject
in all respects to the terms and conditions of the Plan. In the
event of any question or controversy relating to the terms of the
Plan, the decision of the Committee shall be conclusive.
8. Tax Status.
This option does not qualify as an "incentive stock option"
under the provisions of Section 422 of the Code and the income tax
implications of your receipt of a non-incentive stock option and
your exercise of such an option should be discussed with your tax
counsel.
Sincerely yours,
THE WELLCARE MANAGEMENT GROUP, INC.
By: /s/ Marystephanie Corsones
Name: Marystephanie Corsones
Title: Vice President and
Chief Financial Officer
AGREED TO AND ACCEPTED:
/s/ Xxxxxx X. Xxxxx, Xx.
Signature of Optionholder
NON-INCENTIVE STOCK OPTION AGREEMENT
To: XXXXXX X. XXXXX, XX.
We are pleased to notify you that by the determination of
the Compensation Committee (hereinafter called the "Committee") a
non-incentive stock option to purchase 150,000 shares of the
Common Stock of The WellCare Management Group, Inc. (herein called
the "Company") at a price of $15.00 per share has this 23rd day of
December, 1996 been granted to you under the Company's 1996 Non-Incentive
Executive Stock Option Plan (herein called the "Plan").
This option and the Plan are subject to shareholder approval and,
following such approval, this option may be exercised only upon
the terms and conditions set forth below. All capitalized terms
not herein defined shall have the meanings set forth in the Plan,
unless the context requires a different meaning.
1. Purpose of Option.
The purpose of this Plan is to acknowledge exceptional
services to the Company by senior executives and to provide an
added incentive for such senior executives to continue to provide
such services and to promote the best interests of the Company.
2. Acceptance of Option Agreement.
Your execution of this non-incentive stock option agreement
will indicate your acceptance of and your willingness to be bound
by its terms; it imposes no obligation upon you to purchase any of
the shares purchasable hereunder. Your obligation to purchase
shares will arise only upon your exercise of this option in the
manner set forth in Section 3 hereof.
3. When Option May Be Exercised.
If this option has not terminated, lapsed or expired
pursuant to Section 6 hereof, this option may be exercised in its
entirety prior to its expiration on December 22, 2001, but only
upon the occurrence of any of the following:
(a) If the closing sale price of the Company's Common
Stock (or the average of the closing bid and asked prices if
closing sale prices are not reported) for thirty consecutive
Trading Days (as defined below) is equal to or greater than
$25.00 per share. The term "Trading Day" shall mean a day
on which the principal national securities exchange (or The
Nasdaq National Market) on which the Common Stock is listed
or admitted to trading is open for the transaction of
business;
(b) A Change of Control (as defined below) of the Company,
if (i) on the date of such Change of Control the Fair Market
Value of the Company's Common Stock is equal to or greater
than $22.50 per share or (ii) shares of Common Stock are
purchased at a price equal to or greater than $22.50 per
share in the transaction implementing such Change of
Control. If neither (i) nor (ii) above occurs upon a Change
of Control of the Company, this option shall immediately
terminate, lapse and expire. For purposes of this Section
3, a "Change In Control" shall mean (x) the sale or other
disposition to a person, entity or group (as such term is
defined in Rule 13d-5 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of 50% or more of the
Company's consolidated assets or (y) the acquisition of 50%
or more of the outstanding shares of Common Stock by a
person or group (as such term is defined in Rule 13d-5 under
the Exchange Act);
(c) Your death or Disability. The term "Disability" shall
have the meaning set forth in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"); or
(d) The thirty day period commencing November 23, 2001 and
ending December 22, 2001.
4. How Option May Be Exercised.
This option is exercisable by a written notice signed by you
and delivered to the Company at its executive offices signifying
your election to exercise this option. The notice must state the
number of shares of Common Stock being purchased, must contain a
statement by you (in a form acceptable to the Company) that such
shares are being acquired by you for investment and not with a
view to their distribution or resale (unless a registration
statement covering the shares purchasable has been declared
effective by the Securities and Exchange Commission) and must be
accompanied by payment as set forth in Section 5 hereof for the
full purchase price of the shares being purchased, plus such
amount, if any, as is required for withholding taxes.
Notwithstanding anything herein to the contrary, this option may
not be exercised for less than fifty thousand shares at any one
time (or the remaining shares then purchasable if less than fifty
thousand).
If notice of the exercise of this option is given by a
person or persons other than you, the Company may require, as a
condition to the exercise of this option, the submission to the
Company of appropriate proof of the right of such person or
persons to exercise this option.
Certificates for shares of the Common Stock so purchased
will be issued as soon as practicable. The Company, however,
shall not be required to issue or deliver a certificate for any
shares until it has complied with all requirements of the
Securities Act of 1933, the Exchange Act, The Nasdaq National
Market or any stock exchange on which the Company's Common Stock
may then be listed and all applicable state laws in connection
with the issuance or sale of such shares or the listing of such
shares thereon. Further, in the event a registration statement
relating to the shares of Common Stock purchasable upon exercise
of this option has been declared effective by the Securities and
Exchange Commission, you agree by accepting this option to refrain
from selling or offering to sell any of the shares of Common Stock
purchasable hereunder for such reasonable period of time after the
effective date of a registration statement relating to an
underwritten offering of securities of the Company as may be
requested by the managing underwriter of such underwritten
offering and approved by the Company's Board of Directors.
Until the issuance of the certificate for such shares, you
or such other person as may be entitled to exercise this option,
shall have none of the rights of a shareholder with respect to the
shares purchasable upon exercise of this option.
5. Payment of Options.
Payment for the shares of Common Stock may be made (i) in
cash or by check payable to the order of the Company, (ii) by
surrender of shares of Common Stock having a Fair Market Value
equal to the exercise price of this option; or (iii) by any
combination of the foregoing where approved by the Committee in
its sole discretion; provided, however, in the event of payment
for the shares of Common Stock by method (ii) above, the shares of
Common Stock so surrendered, if originally issued to you upon
exercise of an option granted by the Company, must have been held
by you for more than six months.
6. Term and Termination of Options.
This option expires on December 22, 2001 at 5 p.m., New York
time, whether or not it has been duly exercised.
Notwithstanding anything herein to the contrary, this option
shall immediately terminate, lapse and expire upon the occurrence
of any of the following: (i) your refusal, prior to December 31,
1999, to act at the Company's request as Chief Executive Officer
of the Company; (ii) your refusal, prior to December 31, 2001, to
act at the Company's request as a director of the Company; (iii)
your removal as Chief Executive Officer by the Company With Cause
(as defined below) or (iv) your removal as a director by the
Company "for cause" pursuant to the procedures set forth in the
Company's charter. For purposes of this Section 6, the term "With
Cause" shall mean (a) your willful failure to perform your
reasonable responsibilities and duties attendant to your position
with the Company or (b) your indictment for any felony.
If you cease being either Chief Executive Officer or a
director of the Company other than by reason of (i) through (iv)
above, including without limitation by reason of your death or
Disability, this option shall continue in full force and effect
until its expiration on December 22, 2001.
7. Subject to Terms of the Plan.
This non-incentive stock option agreement shall be subject
in all respects to the terms and conditions of the Plan. In the
event of any question or controversy relating to the terms of the
Plan, the decision of the Committee shall be conclusive.
8. Tax Status.
This option does not qualify as an "incentive stock option"
under the provisions of Section 422 of the Code and the income tax
implications of your receipt of a non-incentive stock option and
your exercise of such an option should be discussed with your tax
counsel.
Sincerely yours,
THE WELLCARE MANAGEMENT GROUP, INC.
By: /s/ Marystephanie Corsones
Name: Marystephanie Corsones
Title: Vice President and
Chief Financial Officer
AGREED TO AND ACCEPTED:
/s/ Xxxxxx X. Xxxxx, Xx.
Signature of Optionholder
