Exhibit 10.7
ACKNOWLEDGMENT OF LIMITATIONS ON
EXERCISE OF STOCK OPTIONS
This Acknowledgment of Limitations on Exercise of Stock Options
("Acknowledgment") is made as of June 3, 2003, by and between Curative Health
Services, Inc., a Minnesota corporation ("Curative"), and _____________, an
individual resident of the State of _________ ("Director").
WHEREAS, Director currently serves as a non-employee member of the Board
of Directors of Curative and participates in Curative's Non-Employee Director
Stock Option Plan dated August 23, 1995, as such Non-Employee Director Stock
Option Plan may have been amended from time to time thereafter;
WHEREAS, Curative has commenced a reorganization plan (the
"Reorganization"), which would involve the creation of Curative Holding Co., a
Minnesota corporation, ("Curative Holding") following which Curative would
become a wholly owned subsidiary of Curative Holding Co.; and
WHEREAS, Curative and Director desire that the Reorganization not be
deemed a "Change in Control" for purposes of Director's participation in
Curative's Non-Employee Director Stock Option Plan.
NOW, THEREFORE, in consideration of the foregoing and the mutual terms and
conditions set forth herein, Curative and Director acknowledge and agree as
follows:
1. Reorganization Not "Change in Control". Curative and Director acknowledge and
agree that neither the Reorganization nor any change in the ownership,
structure, or control of Curative as a result of the Reorganization shall be
deemed to be a "Change in Control" under Section 7.7 of the Non-Employee
Director Stock Option Plan, and Director specifically acknowledges and agrees
that Director shall not be entitled to and shall not have the right to claim the
immediate exercise in full of any unvested and outstanding stock options under
the Non-Employee Director Stock Option Plan as a result of the Reorganization or
any change in the ownership, structure, or control of Curative as a result of
the Reorganization.
2. Stock Option Grant to Director. In recognition of Director's past service to
Curative, as an inducement for Director's continued service to Curative
following the Reorganization, and in consideration of Director's other promises,
obligations, and agreements set forth in this Acknowledgment, Curative agrees to
provide to Director 100 non-incentive options for Curative stock at an exercise
price equal to the closing price of Curative Common Stock on the date of the
Compensation Committee resolutions related hereto and such other terms as may be
contained in the agreement evidencing the grant. Director acknowledges and
agrees that Director had no prior entitlement to such stock options and that
such stock options constitute good and sufficient consideration for Director
entering into this Acknowledgment.
3. Headings. The headings of the articles and sections of this Acknowledgment
are inserted for convenience only and shall not be deemed a part of or affect
the construction or interpretation of any provision of this Acknowledgment.
4. Modifications; Waiver. No modification of any provision of this
Acknowledgment or waiver of any right or remedy herein provided shall be
effective for any purpose unless specifically set forth in a writing signed by
the party to be bound thereby. No waiver of any right or remedy in respect of an
occurrence or event on one occasion shall be deemed a waiver of such right or
remedy in respect of such occurrence or event on any other occasion.
5. Entire Agreement. The Acknowledgment contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all other
agreements, oral or written, heretofore made with respect thereto.
6. Severability. Any provision of this Acknowledgment prohibited by or held
unlawful or unenforceable under any applicable law of any jurisdiction shall as
to such jurisdiction be ineffective without affecting any other provision
hereof. To the full extent, however, that the provisions of such applicable law
may be waived, they are hereby waived, to the end that this Acknowledgment be
deemed to be a valid and binding agreement enforceable in accordance with its
terms.
7. Controlling Law. This Acknowledgment shall be continued and enforced in
accordance with the laws of the State of New York.
8. Attorney Fees. In the event of litigation between the parties, to enforce
their rights under this Acknowledgment, the prevailing party shall be entitled
to receive from the non-prevailing party reimbursement of the prevailing party's
reasonable attorney's fees and costs at all levels of trial and appeal.
IN WITNESS HEREOF, the parties have executed this Acknowledgment effective
as of the date set forth above.
CURATIVE HEALTH SERVICES, INC.
___________________________________ By _________________________________
Director
Its _____________________________
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