EXHIBIT 10.27
STOCK OPTION AGREEMENT made as of the 12th day of June, 2000 between
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., a New York corporation (the
"Company"), and Xxxxx Xxxx (the "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 up to One Hundred Thousand (100,000) Common Shares of the
Company (the "Option Shares") during the following periods:
(a) All or any part of Thirty-Three Thousand Three Hundred Fifty
(33,350) Common Shares ("Option Share Portion (a)") may be purchased during
the period commencing June 12, 2001 and terminating at 5:00 P.M. on June
12, 2005 (the "Expiration Date").
(b) All or any part of Thirty-Three Thousand Three Hundred Twenty-Five
(33,325) Common Shares ("Option Share Portion (b)") may be purchased during
the period commencing on June 12, 2002 and terminating at 5:00 P.M. on the
Expiration Date.
(c) All or any part of Thirty-Three Thousand Three Hundred Twenty-Five
(33,325) Common Shares ("Option Share Portion (c)") may be purchased during
the period commencing on June 12, 2003 and terminating at 5:00 P.M. on the
Expiration Date.
(d) Notwithstanding anything to the contrary contained in Section 12
(a) of the Plan, the Option must be exercised in whole (or in part, if not
fully vested), on a date one year after termination of Optionee's
employment with the Company for reasons other than those referred to in
Section 5.2 of the Employment Agreement.
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 Four Dollars and
no cents ($4.00) (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. CAPITAL ADJUSTMENT.
(a) If the Company is separated or reorganized, or merged or
consolidated with another corporation, there shall be substituted for the
Shares issuable upon exercise of the outstanding Options an appropriate
number of shares of each class of stock, other securities or other assets
of the separated or reorganized, or merged or consolidated corporation
which were distributed to the shareholders of the Company in respect of
such Shares; provided, however, that the Option may be exercised in full by
the Optionee as of the effective date of any such separation,
reorganization, merger, or consolidation of the Company without regard to
the installment exercise provisions of Paragraph 1, by the Optionee giving
notice in writing to the Company of his intention to so exercise.
(b) If the Company is liquidated or dissolved then all outstanding
portions of the Option may be exercised in full by the Optionee as of the
effective date of any such liquidation or dissolution of the Company
without regard to the installment exercise provisions of Paragraph 1, by
the Optionee giving notice in writing to the Company of his intention to so
exercise.
(c) If the outstanding Shares of Common Stock shall at any time be
changed or exchanged by declaration of a stock dividend, stock split,
combination or exchange of shares, recapitalization, extraordinary dividend
payable in stock of a corporation other than the Company, or otherwise in
cash, or any other like event by or of the Company, and as often as the
same shall occur, then the number, class and kind of Shares subject to this
Option and the Purchase Price for such Shares shall be appropriately and
equitably adjusted so as to maintain the proportionate number of Shares
without changing the aggregate Purchase Price; provided, however, no
adjustment shall be made by reason of the distribution or subscription
rights on outstanding stock.
6. 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.
7. INCORPORATION BY REFERENCE.
The terms and conditions of the Plan are hereby incorporated by reference
and made a part hereof.
8. 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.
9. 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.
10. 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
/s/Xxxxx Xxxx
Signature of Optionee
Xxxxx Xxxx
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 ____________, 2000 to the extent of purchasing Common Shares of Sandata,
Inc. The undersigned hereby makes a payment of $ in payment therefor.
Xxxxx Xxxx
Name of Optionee
Signature of Optionee
Address of Holder
Date
