Exhibit 10.47
STOCK OPTION AGREEMENT made as of the 26th of June, 2002 between NATIONAL
MEDICAL HEALTH CARD SYSTEMS, INC., a New York corporation (the "Company"), and
Xxxxx Xxxx (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 three hundred fifty thousand (350,000) Common
Shares of the Company (the "Option Shares") during the following periods:
(a) All or any part of one hundred sixteen thousand six hundred sixty
seven (116,667) Common Shares may be purchased during the period commencing
six years from the date hereof and terminating at 5:00 P.M. on June 26,
2012 (the "Expiration Date").
(b) All or any part of one hundred sixteen thousand six hundred sixty
seven (116,667) Common Shares may be purchased during the period commencing
seven years from the date hereof and terminating at 5:00 P.M. on the
Expiration Date.
(c) All or any part of one hundred sixteen thousand six hundred sixty
six (116,666) Common Shares may be purchased during the period commencing
eight 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
($9.45) dollars (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. CHANGE IN CONTROL. In the event of a Change in Control (as
hereinafter defined), any Options granted hereunder which have not vested as of
the date of the Change in Control shall automatically vest on such date. For
purposes of this Agreement, the term "Change in Control" shall mean:
(a) Xx. Xxxx Xxxxxxx is no longer the Chairman of the Board of the
Company; or
(b) Xx. Xxxx Xxxxxxx is no longer the Company's largest shareholder.
7. DEATH OR PERMANENT DISABILITY OPTIONEE. If the Optionee dies or becomes
permanently disabled (as defined herein) while employed by the Company, then the
Grant of Options vested hereunder at the time of Optionee's death or permanent
may be exercised by the estate or guardian of the Optionee pursuant to the terms
of this Option Agreement. Moreover, any options Granted by this Agreement that
remain unvested at the time of Optionee's death or permanent disability shall
continue to vest in favor of the Optionee or designated beneficiary of
Optionee's estate and become exercisable pursuant to the terms of this
Agreement. "Permanent Disability" shall have occurred if as a result of physical
or mental incapacity, the Employee shall have been incapable of performing
Employee's duties for a period in excess of 26 consecutive weeks in any calendar
year, or an aggregate of 30 weeks in any 12 month period.
8. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
9. 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.
10. 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.
11. 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:
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Xxxx X. 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
