Exhibit 2.4
STOCK OPTION WAIVER AGREEMENT
THIS STOCK OPTION WAIVER AGREEMENT (the "Agreement"), effective as of
December 4, 1997, by and between MAGELLAN HEALTH SERVICES, INC., a Delaware
corporation (the "Company"), and XXXX X. XXXXXXXXX ("Executive").
WITNESSETH:
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WHEREAS, the Company previously granted to Executive stock option awards
(the "Awards") under the Magellan Health Services, Inc. In 1994 Stock Option
Plan and the Magellan Health Services, Inc. 1996 Stock Option Plan
(collectively, the "Plans"), and, pursuant to the Awards, Executive was
granted the right to purchase an aggregate number of 45,000 shares of the
common stock of the Company (the "Stock");
WHEREAS, Executive has requested that the Company renegotiate certain
terms of his employment agreement, dated as of April 1, 1997 (the "Employment
Agreement"), to result in a reduction in his required workload to take into
account his current medical situation, to extend the term thereof, to entitle
Executive to compensation in the event of early termination due to his
disability and to make other modifications to the Employment Agreement; and
WHEREAS, in consideration of the willingness of the Company to
renegotiate Executive's Employment Agreement, the Company and Executive now
desire to negotiate an agreement pursuant to which Executive shall waive and
extinguish all rights to purchase the Stock under the Awards in accordance
with the terms of this Agreement.
NOW, THEREFORE, the Company and Executive agree, for the consideration
set forth herein, the sufficiency of which hereby is acknowledged, as follows:
1. Waiver. Effective as of the date hereof, Executive permanently and
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unconditionally waives all rights he possesses under the Awards, whether or
not his rights under the Awards currently are vested. Executive agrees that
the Company, upon execution of this Agreement, shall be under no obligation
to issue shares of Stock to Executive under the Awards. This Agreement shall
have no application to any other rights or benefits of Executive, including
without limitation, those under the PER Plan of Green Spring Health Services,
Inc. or the Company's Capital Accumulation Account.
2. Miscellaneous.
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(a) This Agreement shall be construed under the laws of the State of
Georgia without reference to the principals of conflicts of laws thereof.
(b) This Agreement is binding upon the heirs, executors and
administrators of Executive and on the successors and assigns of the Company.
(c) This Agreement may be modified only in writing, signed by both
parties hereto.
(d) If any provision of this Agreement is invalid or unenforceable, it
shall not affect the other provisions, and this Agreement shall remain in
effect as though the invalid or unenforceable provisions were omitted. Upon a
court determination that any term or other provision is invalid or
unenforceable, the court shall modify such provision so that it is
enforceable to the extent permitted by applicable law.
IN WITNESS WHEREOF, each of the parties, agreeing to be bound hereby,
adopts this Agreement, effective as set forth herein, by executing, or
causing their authorized representative to execute, this Agreement below.
SHOEFFEITT
Witness:
/s/ Xxxx [illegible] /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
MAGELLAN:
Magellan Health Services, Inc.
Attest: By: /s/ Xxxxx XxXxxxxx (SEAL)
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Name: Xxxxx XxXxxxxx
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/s/ [illegible] Title: Executive Vice President, Finance
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and accounting (CFO)
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