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EXHIBIT 10.5
NON-QUALIFIED STOCK OPTION AGREEMENT
under the
ACCREDO HEALTH, INCORPORATED
1999 LONG-TERM INCENTIVE PLAN
Optionee: Kenneth R. Masterson
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Number Shares Subject to Option: 10,000
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Exercise Price per Share: $29.00
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Date of Grant: November 10, 1999
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1. Grant of Option. Accredo Health, Incorporated (the "Company")
hereby grants to the Optionee named above (the "Optionee"), under the Accredo
Health, Incorporated 1999 Long-Term Incentive Plan (the "Plan"), a
Non-Qualified Stock Option to purchase, on the terms and conditions set forth
in this agreement (this "Option Agreement"), the number of shares indicated
above of the Company's $0.01 par value common stock (the "Stock"), at the
exercise price per share set forth above (the "Option"). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned such terms in
the Plan.
2. Vesting of Option. The Option shall be 100% vested upon the date of
grant.
3. Period of Option and Limitations on Right to Exercise. The Option
will, to the extent not previously exercised, lapse under the earliest of the
following circumstances; provided, however, that the Committee may, prior to
the lapse of the Option under the circumstances described in paragraph below,
provide in writing that the Option will extend until a later date:
(a) The Option shall lapse as of 5:00 p.m., Eastern Time, on the tenth
anniversary of the date of grant (the "Expiration Date").
(b) The Option shall lapse three months after the Optionee's
termination of service as a director for any reason.
If the Optionee or his beneficiary exercises an Option after
termination of service as a director, the Option may be exercised only with
respect to the shares that were otherwise vested on the Optionee's termination
of service (including vesting by acceleration in accordance with Article 13 of
the Plan).
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4. Exercise of Option. The Option shall be exercised by written notice
directed to the Secretary of the Company at the principal executive offices of
the Company, in substantially the form attached hereto as Exhibit A, or such
other form as the Committee may approve. Unless the exercise is a
broker-assisted "cashless exercise" as described below, such written notice
shall be accompanied by full payment in cash, shares of Stock previously
acquired by the Optionee, or any combination thereof, for the number of shares
specified in such written notice; provided, however, that if shares of Stock
are used to pay the exercise price, such shares must have been held by the
Optionee for at least six months. The Fair Market Value of the surrendered
Stock as of the last trading day immediately prior to the exercise date shall
be used in valuing Stock used in payment of the exercise price. To the extent
permitted under Regulation T of the Federal Reserve Board, and subject to
applicable securities laws, the Option may be exercised through a broker in a
so-called "cashless exercise" whereby the broker sells the Option shares and
delivers cash sales proceeds to the Company in payment of the exercise price.
In such case, the date of exercise shall be deemed to be the date on which
notice of exercise is received by the Company and the exercise price shall be
delivered to the Company on the settlement date.
Subject to the terms of this Option Agreement, the Option may be
exercised at any time and without regard to any other option held by the
Optionee to purchase stock of the Company. Upon the Optionee's death, the
Option may be exercised by the Optionee's beneficiary.
5. Beneficiary Designation. The Optionee, by written notice to the
Commmittee, may designate one or more persons (and from time to time change
such designation) including the Optionee's legal representative, who, by reason
of the Optionee's death, shall acquire the right to exercise all or a portion
of the Option. If no beneficiary has been designated or survives the Optionee,
the Option may be exercised by the personal representative of the Optionee's
estate. If the person with exercise rights desires to exercise any portion of
the Option, such person must do so in accordance with the terms and conditions
of this Agreement and the Plan.
6. Withholding. The Company has the authority and the right to deduct
or withhold, or require the Optionee to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes (including the Optionee's
FICA obligation) required by law to be withheld with respect to any taxable
event arising as a result of the exercise of the Option. Such withholding
requirement may be satisfied, in whole or in part, at the election of the
Company, by withholding from the Option shares of Stock having a Fair Market
Value on the date of withholding equal to the minimum amount (and not any
greater amount) required to be withheld for tax purposes, all in accordance
with such procedures as the Committee establishes.
7. Limitation of Rights. The Option does not confer to the Optionee or
the Optionee's personal representative any rights of a shareholder of the
Company unless and until shares of Stock are in fact issued to such person in
connection with the exercise of
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the Option. Nothing in this Option Agreement shall confer upon the Optionee any
right to continue as a director of the Company or any Parent or Subsidiary.
8. Stock Reserve. The Company shall at all times during the term of
this Option Agreement reserve and keep available such number of shares of Stock
as will be sufficient to satisfy the requirements of this Option Agreement.
9. Restrictions on Transfer and Pledge. The Option may not be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company
or a Parent or Subsidiary, or be subject to any lien, obligation, or liability
of the Optionee to any other party other than the Company or a Parent or
Subsidiary. The Option is not assignable or transferable by the Optionee other
than by will or the laws of descent and distribution or pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code; provided,
however, that the Committee may (but need not) permit other transfers where the
Committee concludes that such transferability (i) does not result in
accelerated taxation and (ii) is otherwise appropriate and desirable, taking
into account any factors deemed relevant, including without limitation, state
or federal tax or securities laws applicable to transferable options. The
Option may be exercised during the lifetime of the Optionee only by the
Optionee or any permitted transferee.
10. Restrictions on Issuance of Shares. If at any time the Board shall
determine in its discretion, that listing, registration or qualification of the
shares of Stock covered by the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition to the exercise of the Option,
the Option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
11. Plan Controls. The terms contained in the Plan are incorporated
into and made a part of this Option Agreement and this Option Agreement shall
be governed by and construed in accordance with the Plan. In the event of any
actual or alleged conflict between the provisions of the Plan and the
provisions of this Option Agreement, the provisions of the Plan shall be
controlling and determinative.
12. Successors. This Option Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Option Agreement
and the Plan.
13. Severability. If any one or more of the provisions contained in
this Option Agreement are invalid, illegal or unenforceable, the other
provisions of this Option Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included.
14. Notice. Notices and communications under this Option Agreement
must be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid.
Notices to the Company must be addressed to:
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Accredo Health, Incorporated
1640 Century Center Parkway
Suite 101
Memphis, Tennessee 38134
Attn: Secretary
or any other address designated by the Company in a written notice to the
Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Company, or at any other address given
by the Optionee in a written notice to the Company.
IN WITNESS WHEREOF, Accredo Health, Incorporated, acting by and
through its duly authorized officers, has caused this Option Agreement to be
executed, all as of the day and year first above written.
ACCREDO HEALTH, INCORPORATED
By: /s/ David D. Stevens
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Name: David D. Stevens
Title: CEO
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION TO PURCHASE
COMMON STOCK OF
ACCREDO HEALTH, INCORPORATED
Name
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Address:
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Date
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Accredo Health, Incorporated
1640 Century Center Parkway
Suite 101
Memphis, Tennessee 38134
Attn: Secretary
Re: Exercise of Non-Qualified Stock Option
I elect to purchase ______________ shares of Common Stock of Accredo
Health, Incorporated (the "Company") pursuant to the Accredo Health,
Incorporated Non-Qualified Stock Option Agreement dated ______________ and the
Accredo Health, Incorporated 1999 Long-Term Incentive Plan. The purchase will
take place on the Exercise Date, which will be (i) as soon as practicable
following the date this notice and all other necessary forms and payments are
received by the Company, unless I specify a later date (not to exceed 30 days
following the date of this notice), or (ii) in the case of a Broker-assisted
cashless exercise (as indicated below), the date of this notice.
On or before the Exercise Date (or, in the case of a Broker-assisted
cashless exercise, on the settlement date following the Exercise Date), I will
pay the full exercise price in the form specified below (check one):
[ ] Cash Only: by delivering a check to the Company for $___________.
[ ] Cash and Shares: by delivering a check to the Company for $_________
for the part of the exercise price. I will pay the balance of the
exercise price by delivering to the Company a stock certificate with
my endorsement for shares of Company Stock that I have owned for at
least six months. If the number of shares of Company Stock represented
by such stock certificate exceeds the number needed to pay the
exercise price, the Company will issue me a new stock certificate for
the excess.
[ ] Shares Only: by delivering to the Company a stock certificate with
my endorsement for shares of Company Stock that I have owned for at
least six
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months. If the number of shares of Company Stock represented by such
stock certificate exceeds the number needed to pay the exercise price,
the Company will issue me a new stock certificate for the excess.
[ ] Cash From Broker: by delivering the purchase price from
_______________________, a broker, dealer or other "creditor" as
defined by Regulation T issued by the Board of Governors of the
Federal Reserve System (the "Broker"). I authorize the Company to
issue a stock certificate in the number of shares indicated above in
the name of the Broker in accordance with instructions received by the
Company from the Broker and to deliver such stock certificate directly
to the Broker (or to any other party specified in the instructions
from the Broker) upon receiving the exercise price from the Broker.
On or before the Exercise Date, I will pay satisfy any applicable tax
withholding obligations in the form specified below (check one):
[ ] Cash Only: by delivering a check to the Company for the full tax
withholding amount.
[ ] Cash and Shares: by delivering a check to the Company for $_________
for part of the tax withholding amount. I will pay the balance of the
tax withholding amount by delivering to the Company a stock
certificate with my endorsement for shares of Company Stock that I
have owned for at least six months. If the number of shares of Company
Stock represented by such stock certificate exceeds the number needed
to pay the tax withholding amount, the Company will issue me a new
stock certificate for the excess.
[ ] Shares Only: by delivering to the Company a stock certificate with
my endorsement for shares of Company Stock that I have owned for at
least six months. If the number of shares of Company Stock represented
by such stock certificate exceeds the number needed to pay the tax
withholding amount, the Company will issue me a new stock certificate
for the excess.
[ ] Withholding of Shares to Cover Minimum Obligation: by having the
Company withhold shares of Stock from the Option having a Fair Market
Value on the date of withholding equal to the minimum amount (and not
any greater amount) required to be withheld for tax purposes. Only
whole shares may be withheld.
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Please deliver the stock certificate to me (unless I have chosen to
pay the purchase price through a Broker).
Very truly yours,
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AGREED TO AND ACCEPTED:
ACCREDO HEALTH, INCORPORATED
By:
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Title:
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Number of Option Shares
Exercised:
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Number of Option Shares
Remaining:
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Date:
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