EXHIBIT 10.28
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 Xxxxxxx X. Xxxxx (the "Optionee").
WHEREAS, the Optionee is a non-employee Director 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 not
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
Seven Dollars and 50/100 ($7.50) (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/Xxxxxxx X. Xxxxx
Signature of Optionee
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.
Xxxxxxx X. Xxxxx
Name of Optionee
Signature of Optionee
Address of Optionee
Date
