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EXHIBIT 10.45
STOCK OPTION AGREEMENT
under the
RENAL CARE GROUP, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Grantee: Xxxxxx X. Xxxxx
Number of Shares Subject to Option: 5,625
Option Price per Share: $24.25
Date of Grant: June 8, 2000
1. Grant of Option. Renal Care Group, Inc. (the "Corporation") hereby
grants to the Grantee named above (the "Grantee"), under the Renal Care Group,
Inc. 1996 Stock Option Plan for Outside Directors (the "Plan"), a non-qualified
stock option to purchase, upon the terms and conditions set forth in this
agreement (this "Stock Option Agreement"), the number of shares indicated above
of the Corporation's $.01 par value common stock (the "Common Stock"), at the
option price per share set forth above, which is the Fair Market Value per share
of Common Stock on the date of grant. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned such terms in the Plan.
2. Period of Option and Limitations on Right to Exercise. The option
granted hereby will, to the extent not previously exercised, expire on the date
ten (10) years after the date of grant of the option (the "Expiration Date"),
unless sooner terminated in whole or in part as follows:
(a) Termination of Directorship. Upon termination of the Grantee's
membership on the Board of Directors of the Corporation for any reason (other
than death), the option granted hereby shall terminate as of the date of
termination of the Grantee's membership on the Board, but in no event later than
the date of expiration of the option as provided above in this Section 2,
provided that any unexpired portion of the option granted hereby which is
otherwise exercisable on the date of such termination may be exercised by the
Grantee at any time within three (3) months following the date of such
termination, unless the Grantee dies during such three (3) month period, but in
no event later than the date of expiration of this option as provided above in
this Section 2. Such exercise otherwise shall be subject to the terms and
conditions of the Plan and this Stock Option Agreement.
(b) Death. Upon death of the Grantee, the option granted hereby shall
terminate and be unexercisable on the date of death, provided that any
unexercised portion of the option granted hereby which is otherwise exercisable
at the date of death may be
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exercised by his or her personal representatives, heirs, or legatees ("Grantee's
Successors") at any time prior to the expiration of one (1) year after the
Grantee's death, but in no event later than the date of expiration of this
option as provided above in this Section 2. Such exercise otherwise shall be
subject to the terms and conditions of the Plan and this Stock Option Agreement.
3. Exercise of Option. The terms, times and conditions of exercise of
the option granted hereby are as follows:
The option shall be immediately exercisable, in whole or in part.
The option price shall be payable in full upon the exercise of the
option in cash, by check, in shares of Common Stock, or in any combination
thereof.
The option granted hereby shall be exercised by an irrevocable written
notice directed to the Secretary of the Corporation at the Corporation's
principal place of business.
In addition, the terms contained in the Plan are incorporated into and
made a part of this Stock Option Agreement and this Stock Option Agreement shall
be governed by and construed in accordance with the Plan.
4. Nontransferability. The option granted hereby is not assignable or
transferable by the Grantee except by will, the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined in
Title I of the Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended. The option may be exercised
during the lifetime of the Grantee only by the Grantee.
5. Limitation of Rights. Neither the Grantee nor the Grantee's
Successors shall have rights as a stockholder of the Corporation with respect to
shares of Common Stock covered by this option until the Grantee or the Grantee's
Successors become the holder of record of such shares.
6. Common Stock Reserve. The Corporation shall at all times during the
term of this Stock Option Agreement reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Stock Option Agreement.
7. Plan Controls. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Stock Option
Agreement, the provisions of the Plan shall be controlling and determinative.
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8. Successors. This Stock Option greement shall be binding upon any
successor of the Corporation, in accordance with the terms of this Stock Option
Agreement and the Plan.
IN WITNESS WHEREOF, Renal Care Group, Inc., acting by and through its
duly authorized officers, has caused this Stock Option Agreement to be executed,
and the Grantee has executed this Stock Option Agreement, all as of the day and
year first above written.
RENAL CARE GROUP, Inc.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
GRANTEE:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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