Exhibit 10.69
STOCK OPTION AGREEMENT made as of September 19, 2002 between NATIONAL
MEDICAL HEALTH CARD SYSTEMS, INC., a Delaware corporation (the "Company"), and
Xxxx Xxxxxx (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 Five Thousand (5,000) Common Shares of the
Company (the "Option Shares") during the following periods:
(a) All or any part of Six Hundred Sixty Seven (667) Common Shares may be
purchased during the period commencing one year from the date hereof and
terminating at 5:00 P.M. on September 19, 2007 (the "Expiration Date").
(b) All or any part of Six Hundred Sixty Seven (667) 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.
(c) All or any part of Six Hundred Sixty Six (666) Common Shares may be
purchased during the period commencing three 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
Eight Dollars and 15/100 Cents ($8.15) (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.
10. CHANGE IN CONTROL. Notwithstanding anything to the contrary, all
options granted hereunder shall immediately vest and be exercisable by the
Employee pursuant to the terms hereof in the event: (1) the Company's
stockholders and/or the board of directors approve a merger, sale or
consolidation of the Company; (2) the Company's stockholders and/or board of
directors approve the sale or disposition of all or substantially all of the
Company's assets; (3) the Company's stockholders approve the sale or disposition
of all or substantially all of the capital stock of the Company; or (4) the
Company's stockholders and/or the board of directors adopt a plan of
liquidation.
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 Xxxxxxx, Chairman
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Signature of Optionee
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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 Holder
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Date
