Exhibit 10.68
CURATIVE HEALTH SERVICES, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made this ____ day of _______, 200_, by and between
CURATIVE HEALTH SERVICES, INC., a Minnesota corporation ("Company"),
and________________, an individual resident of the State of ___________
("Executive").
WITNESSETH, THAT:
WHEREAS, the Company pursuant to its [2001 Broad-Based Stock
Incentive Plan][2000 Stock Incentive Plan] (the "Plan"), wishes to grant this
stock option to Executive.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Grant of Option
The Company hereby grants to Executive, effective as of ___________,
200_ (the "Option Effective Date"), the right and option (hereinafter called the
"Option") to purchase all or any part of an aggregate of _________ shares (the
"Shares") of Common Stock, par value $.01 per share, at the price of $________
per share on the terms and conditions set forth herein. This Option is not
intended to be an incentive stock option within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. Duration and Exercisability
(a) Subject to any earlier termination as provided herein or in the
Plan, this Option shall in all events terminate ten (10) years after the Option
Effective Date. Subject to the other terms and conditions set forth herein, the
Option shall not be exercisable, in whole or in part, prior to _________, 200_
(the "Exercisability Date")[one year after the Option Effective Date], at which
time the Option shall become exercisable with respect to one-third of the Shares
and thereafter shall become exercisable with respect to the balance of the
Shares in equal installments on the last day of each of the eight successive
three (3) month periods following the Exercisability Date.
(b) During the lifetime of Executive, the Option shall be
exercisable only by Executive and shall not be assignable or transferable by
Executive, other than by will or the laws of descent and distribution.
(c) Notwithstanding Section 2(a), the vesting of this Option shall
be accelerated, and this Option may be exercised as to some or all shares of
Common Stock remaining subject to this Option, as the case may be, to the extent
and at such times as provided in the Employment Agreement dated
________________, between the Company and Executive, as may be amended from time
to time (the "Employment Agreement").
3. Effect of Termination of Employment
(a) In the event that Executive shall cease to be employed by the Company
or its subsidiaries, if any, for any reason other than termination of
Executive's employment by the Company for Cause (as defined in the Executive's
Employment Agreement or as set forth below) or Executive's death, Executive
shall have the right to exercise the Option at any time within three months
after such termination of employment to the extent of the full number of shares
Executive was entitled to purchase
under the Option on the date of termination, subject to the condition that this
Option shall not be exercisable after the expiration of the term hereof.
(b) In the event that Executive shall cease to be employed by the
Company or its subsidiaries, if any, due to termination of Executive's
employment by the Company for Cause, this Option shall be terminated as of the
date of misconduct or other reason for Cause. "Cause" shall mean Executive's
gross and willful misconduct during the course of his or her employment,
including but not limited to wrongful appropriation of Company funds or the
commission of a gross misdemeanor or felony.
(c) If Executive (i) shall die while in the employ of the Company or
a subsidiary, if any, or within three months after termination of employment for
any reason other than termination by the Company for Cause or (ii) shall become
disabled within the meaning of Code Section 22(e)(3) while in the employ of the
Company or a subsidiary, if any, and Executive shall not have fully exercised
the Option, such Option may be exercised at any time within twelve months after
Executive's death or disability by the personal representatives or
administrators, or if applicable, guardian, of Executive or by any person or
persons to whom the Option is transferred by will or the applicable laws of
descent and distribution, to the extent of the full number of shares Executive
was entitled to purchase under the Option on the date of death, (or termination
of employment, if earlier) or disability (after giving effect to the provisions
of Section 2 hereof), subject to the condition that this Option shall not be
exercisable after the expiration of the term of the Option.
4. Manner of Exercise
(a) The Option can be exercised only by Executive or other proper
party by delivering within the Option period written notice to the Company at
its principal office. The notice shall state the number of shares as to which
the Option is being exercised and be accompanied by payment in full of the
Option price for all shares designated in the notice.
(b) Executive may pay the Option price by check (bank check,
certified check or personal check) or with the approval of the Company by
delivering to the Company for cancellation Common Stock of the Company with a
fair market value equal to the Option price; provided, however, that Executive
shall not be entitled to tender shares of the Company's Common Stock pursuant to
successive, substantially simultaneous exercises of this Option or any other
stock option of the Company's. For these purposes the fair market value of the
Company's Common Stock shall be as reasonably determined by the Company but
shall not be less than, if applicable, (i) the closing price of the stock as
reported for composite transactions, if the Common Stock is then traded on a
national securities exchange, (ii) the last sale price if the Common Stock is
then quoted on the NASDAQ National Market System or (iii) the average of the
closing representative bid and asked prices of the Common Stock as reported on
NASDAQ on the date as of which fair market value is being determined.
5. Miscellaneous
(a) This Option is issued pursuant to the Company's [2001
Broad-Based Stock Incentive Plan][2000 Stock Incentive Plan], and is subject to
its terms. The terms of the Plan are available for inspection during business
hours at the principal offices of the Company.
(b) This Agreement shall not confer on Executive any right with
respect to continuance of employment by the Company or any of its subsidiaries,
nor will it interfere in any way with the right of the Company or any subsidiary
to terminate such employment at any time. Executive shall have none of the
rights of a shareholder with respect to shares subject to this Option until such
shares shall have been issued to Executive upon exercise of this Option.
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(c) The exercise of all or any part of this Option shall only be
effective at such time that the sale of Common Stock pursuant to such exercise
will not violate any state or federal securities or other laws, including (but
not limited to) federal and state requirements of registration. If the Board of
Directors of the Company (or its Executive Committee in the absence of express
Board of Directors action thereon) determines that such conditions have not been
met at the time the Option is otherwise properly exercised, the Company may
either (i) defer effectiveness of the exercise (with notice to Executive) until
such reasonable date as the conditions have been met, or (ii) refund or return
to Executive the consideration given to the Company for the exercise, with an
explanation that the exercise cannot then be given effect.
(d) If Executive exercises all or any portion of the Option
subsequent to an event ("Change Event") giving rise to any change in the number
or character of the Common Stock of the Company (through merger, consolidation,
reorganization, recapitalization, stock dividend or otherwise), Executive shall
then receive for the aggregate price paid by Executive on such exercise of the
Option, the number and type of securities or other consideration which Executive
would have received in connection with the Change Event if such Option had been
exercised prior to the Change Event.
(e) The Company shall at all times during the term of the Option
reserve and keep available such number of shares as will be sufficient to
satisfy the requirements of this Agreement. The certificates for shares issued
upon exercise of the Option may bear legends and notices of transfer
restrictions as the Board of Directors of the Company (or its Executive
Committee in the absence of express Board of Directors action thereon) deems
appropriate in the circumstances.
(f) In order to provide the Company with the opportunity to claim
the benefit of any income tax deduction which may be available to it upon the
exercise of the Option, Executive shall promptly notify the Company of the dates
of acquisition and disposition of such shares, the number of shares so disposed
of, and the consideration, if any, received for such shares. In order to comply
with all applicable federal or state income tax laws or regulations, the Company
may take such action as it deems appropriate to insure (i) notice to the Company
of any disposition of the Common Stock of the Company and (ii) that, if
necessary, all applicable federal or state payroll, withholding, income or other
taxes are withheld or collected from Executive.
(g) This Agreement does not obligate the Company to register the
Option or the shares subject to the Option under applicable securities laws, to
maintain any such registration or to list such shares on any securities
exchange.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
CURATIVE HEALTH SERVICES, INC.
By:
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Name:
Title:
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EXECUTIVE
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