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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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<Table>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</Table>
ACCREDO HEALTH, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(ACCREDO HEALTH, INC. LOGO)
ACCREDO HEALTH, INCORPORATED
1640 CENTURY CENTER PARKWAY
SUITE 101
MEMPHIS, TENNESSEE 38134
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, NOVEMBER 16, 2001
To the Stockholders of Accredo Health, Incorporated:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Accredo Health, Incorporated (the "Company" or "Accredo"), will be
held at the Accredo Health offices, 1640 Century Center Parkway, Suite 103,
Memphis, Tennessee, 38134, on Friday, November 16, 2001 at 9:00 a.m. (Central
Time) for the following purposes:
(1) To elect three Class III directors to serve for a term of three
(3) years and until their successors are elected;
(2) To ratify the selection of Ernst & Young LLP as independent
auditors for the Company for the fiscal year ending June 30, 2002;
(3) To consider and vote upon a proposal to approve an amendment to
the Accredo Health, Incorporated 1999 Long-Term Incentive Plan (the
"Long-Term Incentive Plan") to increase the number of shares available for
issuance thereunder; and
(4) To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on September 18, 2001
are entitled to notice of and to vote at the Annual Meeting or any adjournment
or postponement thereof.
Your attention is directed to the Proxy Statement accompanying this Notice
for more complete information regarding the matters to be acted upon at the
Annual Meeting.
The Board of Directors of the Company unanimously recommends that
stockholders vote FOR the director nominees named in the Proxy Statement, FOR
approval of the appointment of Ernst & Young LLP as auditors for the Company and
FOR approval of the proposed amendment to the Long-Term Incentive Plan.
Stockholders are cordially invited to attend the meeting in person.
By Order of the Board of Directors
/s/ Thomas W. Bell, Jr.
Thomas W. Bell, Jr.,
Secretary
October 12, 2001
IMPORTANT
YOUR PROXY IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PERSONALLY
PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
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(ACCREDO HEALTH, INC. LOGO)
ACCREDO HEALTH, INCORPORATED
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 16, 2001
This Proxy Statement is being furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Accredo Health, Incorporated
(the "Company" or "Accredo") from holders of the Company's common stock, $0.01
par value (the "Common Stock"). These proxies will be voted at the 2001 annual
meeting of stockholders of the Company (the "Annual Meeting") to be held at 9:00
a.m. (Central Time) on Friday, November 16, 2001, at the offices of the Company,
1640 Century Center Parkway, Suite 103, Memphis, Tennessee 38134, and at any
adjournments or postponements thereof. The mailing address of the principal
executive offices of the Company is 1640 Century Center Parkway, Suite 101,
Memphis, Tennessee 38134.
Only holders of record of shares of Common Stock outstanding as of the
close of business on September 18, 2001 (the "Record Date"), are entitled to
notice of and to vote on each matter submitted to a vote at the Annual Meeting
and any adjournment(s) or postponement(s) thereof. Each share of Common Stock is
entitled to one vote on all matters presented at the Annual Meeting.
Stockholders do not have the right to cumulate their votes for directors. As of
the close of business on September 18, 2001, the Company had 26,021,675 shares
of Common Stock outstanding. The Notice of Annual Meeting, this Proxy Statement,
and the proxy are being first mailed to stockholders on or about October 12,
2001.
A majority of the outstanding shares of Common Stock entitled to vote at
the meeting, represented in person or by proxy, is required to constitute a
quorum. If a quorum is not present at the Annual Meeting, or if for any reason
the Company believes that additional time should be allowed for the solicitation
of proxies, the Company may adjourn or postpone the Annual Meeting with or
without a vote of the stockholders. If adjournment is proposed by the Company,
the persons named on the enclosed proxy will vote such shares for which they
have voting authority in favor of adjournment.
All shares of Common Stock represented at the Annual Meeting by properly
executed proxies received prior to or at the Annual Meeting and not properly
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated thereon. If no specification is made, the proxies will be voted in
favor of the matters listed on the proxy card. Directors must be elected by a
plurality of votes cast (in person or by proxy) by the holders of Common Stock
entitled to vote at the Annual Meeting if a quorum is present. Approval of other
matters will be determined based upon the affirmative vote of the majority of
shares present (in person or by proxy) held by the holders of Common Stock
entitled to vote at the Annual Meeting if a quorum is present.
Shares represented by proxies that are marked "withhold authority" or
"abstain" will be counted as shares present for purposes of establishing a
quorum. Shares represented by proxies that include broker nonvotes will also be
counted as shares present for purposes of establishing a quorum. A broker
nonvote occurs when a broker or nominee holding shares for a beneficial owner
votes on one proposal but does not vote on another proposal because the broker
or nominee does not have discretionary voting power and has not received
instructions from the beneficial owner. Neither withholding authority to vote
with respect to one or more nominees or a broker nonvote will have an effect on
the outcome of the election of directors, the approval of auditors for Accredo,
or the approval of the amendment to the Long-Term Incentive Plan.
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All expenses of the Annual Meeting, including the cost of soliciting
proxies, will be paid by the Company. The Company may reimburse persons holding
shares in their names for others, or holding shares for the others who have the
right to give voting instructions, such as brokers, banks, fiduciaries and
nominees, for such persons' reasonable expenses in forwarding the proxy
materials to their principals.
Any stockholder returning the accompanying proxy card may revoke that proxy
at any time prior to its exercise by (a) giving written notice to the Company of
such revocation, (b) voting in person at the meeting, or (c) executing and
delivering to the Company a proxy card bearing a later date.
PROPOSALS FOR STOCKHOLDER ACTION
PROPOSAL 1.
ELECTION OF DIRECTORS
The Company's Board of Directors is composed of three classes, designated
Class I, Class II, and Class III. The term of the Class III directors expires at
the Annual Meeting. The current Class III directors are Patrick J. Welsh, John
R. (Randy) Grow and Kenneth R. Masterson. The Board of Directors by action taken
at a meeting on October 2, 2001, designated Patrick J. Welsh, John R. (Randy)
Grow and Kenneth R. Masterson as the nominees for election as Class III
directors at the annual meeting. The term of the Class I directors will expire
at the 2002 annual meeting of the stockholders of the Company and the term of
the Class II directors will expire at the 2003 annual meeting of the
stockholders of the Company. Each succeeding term of a director in Class I,
Class II, or Class III shall be for three years or until his or her successor is
elected. The Class I directors are David D. Stevens, Kenneth J. Melkus and Kevin
L. Roberg, and the Class II directors are Kyle J. Callahan and Dick R. Gourley.
The Amended and Restated Certificate of Incorporation of the Company
presently provides that the Board of Directors shall consist of between five and
twelve members, and that the actual number of members shall be determined within
such minimum and maximum by resolutions adopted by an affirmative vote of at
least two-thirds (2/3) of the total number of directors then in office. The
Amended and Restated Certificate of Incorporation of the Company further
provides that any vacancy in the Board created by an increase in the number of
directors, death, resignation, retirement, disqualification, removal from office
or otherwise may be filled, until the next election of directors by the
stockholders, by the affirmative vote of at least two-thirds (2/3) of the total
number of directors then remaining in office, though they may constitute less
than a quorum of the Board.
Each nominee for election at the Annual Meeting has consented to be a
candidate and to be so named in this Proxy Statement and to serve, if elected.
If any nominee becomes unable or unwilling to serve, although not anticipated,
the persons named as proxies will have the discretionary authority to vote for a
substitute. Directors will be elected by a plurality of the votes cast by the
shares of Common Stock represented in person or by proxy at the Annual Meeting.
Therefore, the three nominees for election as Class III directors who receive
the greatest number of votes cast at the Annual Meeting will be elected to the
Board of Directors as Class III directors. Unless otherwise specified, the
accompanying proxy will be voted FOR Patrick J. Welsh, John R. (Randy) Grow and
Kenneth R. Masterson as Class III directors.
Information as to each nominee and as to directors continuing as Class I
directors and Class II directors follows:
CLASS III DIRECTORS -- NOMINEES FOR ELECTION AT THE ANNUAL MEETING -- TERM
EXPIRING AT THE 2004 ANNUAL MEETING
PATRICK J. WELSH
Age -- 58
Mr. Welsh has been a Director of Accredo since June 1997. Mr. Welsh was a
founder of Welsh Carson Anderson & Stowe in 1979 and is a general partner of the
sole general partner of Welsh Carson Anderson &
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Stowe VII, L.P. Prior to 1979, Mr. Welsh was president and a Director of
Citicorp Venture Capital, Ltd., an affiliate of Citicorp engaged in venture
capital investing. Mr. Welsh is a director of Savvis Communications Corporation
and also serves as a director of several private companies.
JOHN R. (RANDY) GROW
Age -- 53
Mr. Grow has served as President of Accredo since it was acquired from
LeBonheur Health Systems, Inc. ("LHS") in 1996 and has served as a Director of
Accredo since June 1997. Mr. Grow has also served as President of Accredo's
indirect subsidiary, Nova Factor, Inc. ("Nova Factor") since 1996, and Chief
Operating Officer and Director since 1990. Previously, Mr. Grow was employed in
the home infusion industry as President of Curaflex Health Infusion Services,
Inc. from 1988 to 1989 and as Area Vice President of Caremark, Inc. from 1985 to
1988.
KENNETH R. MASTERSON
Age -- 57
Mr. Masterson has been a Director of Accredo since April 1998. Mr.
Masterson joined Federal Express Corporation in 1980 and in 1996 he became
Executive Vice President, General Counsel and Secretary of Federal Express
Corporation. In 1998, Mr. Masterson assumed the same duties for FedEx
Corporation, a transportation holding company and the parent company of Federal
Express Corporation. Mr. Masterson is also a director of Thomas & Betts
Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE
NOMINEES AS CLASS III DIRECTORS.
CURRENT DIRECTORS WHOSE TERMS ARE NOT EXPIRING AT THE ANNUAL MEETING:
CLASS I DIRECTORS -- TERM EXPIRING AT THE 2002 ANNUAL MEETING
KENNETH J. MELKUS
Age -- 55
Mr. Melkus has been a Director of Accredo since October 1997. Mr. Melkus
currently serves as a consultant to Welsh Carson Anderson & Stowe, a
leveraged-buyout firm which specializes in health care and information services
transactions. From its founding in 1993 until it was merged into United
HealthGroup of Minneapolis in 1996, Mr. Melkus served as Chairman of the Board
and Chief Executive Officer of HealthWise of America, Inc., an operator of
health maintenance organizations. From 1986 until 1993, Mr. Melkus served as
Vice Chairman and President of Surgical Care Affiliates, Inc., an owner and
operator of independent ambulatory surgery centers. Mr. Melkus is also a
director of Ardent Health Services.
KEVIN L. ROBERG
Age -- 50
Mr. Roberg has been a Director of Accredo since November 1999. Mr. Roberg
is a general partner of Delphi Ventures, a healthcare focused venture capital
firm. From 1995 to 1998 Mr. Roberg served as the Chief Executive Officer and
President of ValueRX and Medintell Systems Corporation, which was acquired by
ValueRX. Mr. Roberg has held numerous positions with healthcare companies since
1974, including positions with United Healthcare Corporation, Partners National
Health Plans, American MedCenters, Inc., and MedCenters Health Care, Inc. Mr.
Roberg serves as a director of Duane Reade Drug Stores, OmniCell, Inc. and
numerous private companies.
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DAVID D. STEVENS
Age -- 48
Mr. Stevens has served as Chief Executive Officer of Accredo since it was
acquired from LHS in 1996 and has served as a Director of Accredo since June
1997. Previously, Mr. Stevens served as Chief Operating Officer of Accredo's
wholly owned subsidiary, Southern Health Systems, Inc. ("SHS") since its
inception in 1983. Mr. Stevens has served as President of SHS since 1993 and
Director since 1996. He has served as Chief Executive Officer of SHS's wholly
owned subsidiary Nova Factor since 1996 and as a Director since 1990.
CLASS III DIRECTORS -- TERM EXPIRING AT THE 2003 ANNUAL MEETING
KYLE J. CALLAHAN
Age -- 35
Mr. Callahan has served as Senior Vice President and a Director of Accredo
since Accredo's wholly owned subsidiary, Hemophilia Health Services, Inc.
("HHS") was acquired by the Company in June 1997. Mr. Callahan has served as
President of HHS since June 1997. From HHS's inception in 1990 until June 1997,
Mr. Callahan served in several management and executive positions with HHS,
including Vice President of Operations.
DICK R. GOURLEY
Age -- 56
Dr. Gourley has been a Director of Accredo since November 2000. Dr. Gourley
has served as Dean and Professor of Pharmacy Practice and Pharmacoeconomics with
Tenure at the College of Pharmacy, University of Tennessee, Memphis, Tennessee,
since December 1989 and since April 2001, he has also served as Staff Vice
President for University Policy, The University of Tennessee, Knoxville,
Tennessee. Dean Gourley has previously served as Provost at Mercer University,
Atlanta, Georgia and as a Professor in the Colleges of Pharmacy at Mercer
University and University of Nebraska. He has been a visiting professor at the
Universities of Sydney, Otago and Hirshomia. He has published over 50 referred
manuscripts and is the co-editor of the Textbook of Therapies. Dr. Gourley is a
licensed pharmacist and holds a Doctor of Pharmacy degree from the College of
Pharmacy, University of Tennessee. Dr. Gourley is a director of several private
companies and serves on the Dean's Advisory Council of Walgreens Company,
Chicago, Illinois.
BOARD COMMITTEES, ATTENDANCE, AND COMPENSATION OF DIRECTORS
COMMITTEES
The Board of Directors has established two Committees, the Audit Committee
and the Compensation Committee, each of which is briefly described below.
The Company's Audit Committee, composed solely of non-employee directors,
recommends the annual appointment of the Company's independent auditors and, in
conjunction with such auditors, reviews the scope of audit and other assignments
and related fees. The Audit Committee also reviews the accounting principles
used by the Company in financial reporting and the adequacy of the Company's
internal control procedures, all in conjunction with the Company's auditors. The
Audit Committee's responsibilities are set out in the Audit Committee Charter
included in Appendix A to this Proxy Statement. The Audit Committee currently
consists of Kenneth J. Melkus, Kenneth R. Masterson and Kevin L. Roberg.
The Company's Compensation Committee, composed solely of non-employee
directors, is responsible for reviewing and approving salaries, bonuses, and
other compensation for the Company's executive officers and administering any
stock option and other employee benefit plans of the Company. The Compensation
Committee currently consists of Patrick J. Welsh and Kenneth J. Melkus.
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MEETINGS
During the Company's fiscal year ended June 30, 2001 ("Fiscal 2001"), the
Board of Directors of the Company held six meetings. In addition, the
Compensation Committee met six times, and the Audit Committee held four
meetings. During Fiscal 2001, each incumbent director attended 75% or more of
the aggregate number of meetings held by the Board of Directors and its
committees on which he served, with the exception of Mr. Welsh and Mr. Melkus
who because of an unavoidable prior commitment or illness were unable to attend
two of the Board meetings held in fiscal 2001. Mr. Paul, whose term as a
director expired in November 2000, was unable to attend one of the two meetings
of the Board that were held during that part of Fiscal 2001 in which he was a
director.
COMPENSATION OF DIRECTORS
Employees of the Company who are members of the Board of Directors of the
Company do not receive any compensation for serving on the Company's Board of
Directors. During the period December 1, 1999 to November 30, 2000, each
non-employee director received a fee for serving as a director in the form of
non-qualified stock options for 22,500 shares of Accredo common stock (taking
into account the 3 for 2 stock splits that occurred in February 2000 and
February 2001). These options were 100% vested on the date of grant and are
exercisable at a split adjusted exercise price of $12.8866 per share. The
options expire on November 10, 2009. During the period December 1, 2000 to
November 30, 2001 each non-employee director received a fee for serving as a
director in the form of a cash payment of $10,000.00 plus non-qualified stock
options for 15,000 shares of Accredo common stock (taking into account the 3 for
2 stock split that occurred in February 2001). These options were 100% vested on
the date of grant and are exercisable at a split adjusted exercise price of
$27.75 per share. The options expire on November 10, 2010. For the period
December 1, 2001 to November 30, 2002, each non-employee member of the Board of
Directors will receive options for 20,000 shares of Accredo common stock, plus a
cash payment of $10,000.00. These options are 100% vested on the date of grant
and are exercisable at an exercise price per share equal to the fair market
value of Accredo stock on the date of the grant. These options will expire 10
years after the date of grant. All directors of the Company, including members
who are employees, receive reimbursement of out-of-pocket expenses incurred in
connection with attending meetings of the Board of Directors or committees
thereof.
In May 1996, the Company adopted the Nova Holdings, Inc. and its
Subsidiaries Stock Option and Restricted Stock Purchase Plan ("1996 Option
Plan") and in April 1999, the Company adopted the Accredo Health Incorporated
1999 Long-Term Incentive Plan ("Long Term Incentive Plan"). Each Plan provides
for grants of options to the Company's officers, employees and directors. The
1996 Option Plan was amended in 1997.
The 1996 Option Plan and the Long Term Incentive Plan provide for the
discretionary grant of options to Directors of the Company who are not employees
of the Company (each an "Eligible Director"). Pursuant to the 1996 Option Plan
each then Eligible Director was, in February 1998, awarded an initial grant of
non-qualified options to purchase 45,000 shares on a post-split basis. After
being elected to the Board, Mr. Masterson was granted non-qualified options to
purchase 45,000 shares on a post-split basis in April 1998. After being elected
to the Board, Mr. Roberg was granted nonqualified options to purchase 22,500
shares on a post-split basis on November 18, 1999. On November 16, 2000, Dr.
Dick Gourley was granted nonqualified options to purchase 15,000 shares of
Accredo stock on a post split basis. The Option Price for each option granted to
a director under the 1996 Option Plan in 1998 was $6.00, the Option Price for
each option granted to Mr. Roberg on November 18, 1999 was $19.58, and the
Option Price for each option granted to Dr. Gourley on November 16, 2001 was
$42.3125, each price respectively having been determined to be the fair market
value per share at the time of the grant. (Upon the stock splits in 2000 and
2001, the grant prices were adjusted to $2.667, $8.70 and $28.208,
respectively.) Such options are vested ratably each year on the anniversary of
the grant date over the four year period commencing on the grant date. Directors
of the Company are eligible for future grants of stock awards under the 1996
Option Plan and the Company's 1999 Long-Term Incentive Plan.
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PROPOSAL 2.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The independent accounting firm of Ernst & Young LLP has served as the
Company's independent auditors since its inception and the Company's Board of
Directors has selected Ernst & Young LLP to conduct the annual audit of the
financial statements of the Company for its fiscal year ending June 30, 2002.
Ernst & Young LLP has no financial interest, direct or indirect, in the Company
and does not have any connection with the Company except in its professional
capacity as an independent auditor. The ratification by the stockholders of the
selection of Ernst & Young LLP as independent auditors is not required by law or
by the Bylaws of the Company. The Board of Directors, consistent with the
practice of many publicly held corporations, is nevertheless submitting this
selection to its stockholders. If this selection is not ratified at the Annual
Meeting, the Board of Directors intends to reconsider its selection of
independent auditors for the fiscal year ending June 30, 2002. Even if the
selection is ratified, the Board of Directors in its sole discretion may direct
the appointment of a different independent accounting firm at any time during
the fiscal year if the Board determines that such a change would be in the best
interest of the Company and its stockholders. Representatives of Ernst & Young
LLP will be present at the Annual Meeting and will have an opportunity to make a
statement, if they so desire, and respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee operates pursuant to a charter, which has been approved
and adopted by the Board of Directors and is reviewed and reassessed annually by
the Audit Committee. The text of the charter is included in Appendix A to this
Proxy Statement. The Audit Committee is comprised of three directors who meet
the independence and experience requirements of the National Association of
Securities Dealers.
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the financial reporting process, including the
systems of internal controls. In fulfilling its oversight responsibilities, the
Audit Committee reviewed with management the audited financial statements for
the fiscal year ended June 30, 2001, including a discussion of the acceptability
and quality of the accounting principles, the reasonableness of significant
accounting judgments and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the acceptability and quality of Accredo's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards, including those matters required to
be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees. In addition, the Audit Committee has received the written
disclosures from the independent auditors required by Independence Standards
Board Standard No. 1, and has discussed those disclosures with the auditors.
The Audit Committee discussed with Accredo's independent auditors the
overall scope and plans for its audit. The Audit Committee has met with the
independent auditors, with and without management present, to discuss the
results of its examination of Accredo's internal controls, and the overall
quality of Accredo's financial reporting.
Members of the Audit Committee rely without independent verification on the
information provided to them and on the representations made by management and
the independent auditors. In reliance on the reviews and discussions with
management and with the independent auditors referred to above, and the receipt
of an unqualified opinion from Ernst & Young, LLP dated August 7, 2001 regarding
the audited financial statements of Accredo for the fiscal year ended June 30,
2001, the Audit Committee recommended to the Board of Directors (and the Board
has approved) that the audited financial statements be included in the
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Annual Report on Form 10-K for the year ended June 30, 2001 for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE MEMBERS
Kenneth R. Masterson, Chairman
Kenneth J. Melkus
Kevin Roberg
AUDITOR FEES
Ernst & Young LLP billed Accredo the following fees for services provided
during fiscal year 2001:
- AUDIT FEES: The aggregate fees for professional services rendered for
the audit of Accredo's fiscal year 2001 annual financial statements and
review of Accredo's Form 10-Q reports were One Hundred Twenty-Three
Thousand Nine Hundred ($123,900.00) Dollars.
- AUDIT-RELATED FEES: The aggregate fees for professional services
rendered during fiscal 2001 related to stand-alone subsidiary audits,
audits of employee benefit plans and registration statements were One
Hundred Seventy-Seven Thousand Two Hundred Thirty ($177,230.00) Dollars.
- FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:
-0-
- ALL OTHER FEES: The aggregate fees for all other non-audit services
(including tax-consulting and compliance fees and AABS/CAST user fee)
were Fifteen Hundred ($1,500.00) Dollars.
Accredo's Audit Committee has considered whether Ernst & Young LLP's
provision of non-audit services to Accredo is compatible with maintaining Ernst
& Young LLP's independence.
PROPOSAL 3.
APPROVAL OF PROPOSED AMENDMENT TO THE
LONG-TERM INCENTIVE PLAN
The Accredo Health, Incorporated 1999 Long-Term Incentive Plan (the
"Long-Term Incentive Plan") was adopted by the Board of Directors on April 9,
1999 and approved by the stockholders of the Company on April 12, 1999. Under
the Long-Term Incentive Plan, the Company has reserved for issuance upon the
grant or exercise of awards a total of 1,125,000 shares of the authorized but
unissued shares of Common Stock (taking into account the 3 for 2 stock splits in
February 2000 and February 2001). On October 2, 2001, the Board of Directors
adopted a resolution approving and recommending to the stockholders for their
approval an amendment to the Long-Term Incentive Plan which would increase the
number of shares of Common Stock reserved for issuance under the Long-Term
Incentive Plan from 1,125,000 to 1,975,000 shares. The Board of Directors has
approved the proposed amendment to the Long-Term Incentive Plan for submission
to the stockholders at the Annual Meeting. If approved by the stockholders, the
proposed Amendment will be effective as of the date of the Annual Meeting.
A summary of the Long-Term Incentive Plan is set forth below. The summary
is qualified in its entirety by reference to the full text of the Long-Term
Incentive Plan, a copy of which may be obtained, free of charge, upon written
request to the Secretary, Accredo Health, Incorporated, 1640 Century Center
Parkway, Suite 101, Memphis, Tennessee 38134.
GENERAL
The purpose of the Long-Term Incentive Plan is to promote the success, and
enhance the value, of the Company by linking the personal interest of employees,
officers, consultants and directors to those of the stockholders, and by
providing such employees, officers, consultants and directors with an incentive
for
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outstanding performance. As of September 30, 2001, there were approximately 190
persons eligible to participate in the Long-Term Incentive Plan.
The Long-Term Incentive Plan authorizes the granting of awards to
employees, officers, consultants and directors of the Company or its
subsidiaries in the following forms: (i) options to purchase shares of Common
Stock which may be incentive stock options or nonqualified stock options; (ii)
stock appreciation rights ("SARs"); (iii) performance units; (iv) restricted
stock; (v) dividend equivalents; (vi) other stock-based awards; or (vii) any
other right or interest relating to Common Stock or cash. The maximum number of
shares of Common Stock with respect to one or more options and/or SARs that may
be granted during any one calendar year under the Long-Term Incentive Plan to
any one participant is 500,000.
Pursuant to Section 162(m) of the Code, the Company may not deduct
compensation in excess of $1 million paid to the President and the four next
most highly compensated executive officers of the Company. The Long-Term
Incentive Plan is designated to comply with Code Section 162(m) so that the
grant of options and SARs under the Long-Term Incentive Plan, and other awards,
such as performance units, that are conditioned on the performance goals
described in Section 13.12 of the Long-Term Incentive Plan, will be excluded
from the calculation of annual compensation for purposes of Code Section 162(m)
and will be fully deductible by the Company.
ADMINISTRATION
The Long-Term Incentive Plan provides that it will be administered by a
committee designated by the Board of Directors of the Company (the "Committee"),
or at the discretion of the Board from time to time, by the Board. The Board of
Directors has designated the Compensation Committee to serve as the Committee
under the Long-Term Incentive Plan. The Committee has the power, authority and
discretion to designate participants; determine the type or types of awards to
be granted to each participant and the number, terms and conditions thereof;
establish, adopt or revise any rules and regulations as it may deem necessary or
advisable to administer the Long-Term Incentive Plan; and make all other
decisions and determinations that may be required under, or as the Committee
deems necessary or advisable to administer, the Long-Term Incentive Plan.
AWARDS
Stock Options. The Committee is authorized to grant options, which may be
incentive stock options or nonqualified stock options, to participants. All
options must be evidenced by a written award agreement between the Company and
the participant, which will include such provisions as may be specified by the
Committee. The Long-Term Incentive Plan provides that the exercise price of an
option will not be less than the fair market value of the underlying Common
Stock as of the date of the grant. The terms of any incentive stock option must
meet the requirements of Section 422 of the Code, including stockholder approval
requirements.
Stock Appreciation Rights. The Committee may grant SARs to participants.
Upon the exercise of the SAR, the participant has the right to receive the
excess, if any, of: the fair market value of one share of Common Stock on the
date of exercise, over the grant price of the SAR as determined by the
Committee, which will not be less than the fair market value of one share of
Common Stock on the date of grant. All awards of SARs must be evidenced by an
award agreement, reflecting the terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other terms and
conditions of the SAR, as determined by the Committee at the time of grant.
Performance Units. The Committee may grant performance units to
participants on such terms and conditions as may be selected by the Committee.
The Committee will have the complete discretion to determine the number of
performance units granted to each participant and to set performance goals and
other terms or conditions to payment of the performance units in its discretion
which, depending on the extent to which they are met, will determine the number
and value of performance units that will be paid to the participant.
8
11
Restricted Stock Awards. The Committee may make awards of restricted stock
to participants, which will be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote restricted stock or the right to
receive dividends, if any, on the restricted stock).
Dividend Equivalents. The Committee is authorized to grant dividend
equivalents to participants subject to such terms and conditions as may be
selected by the Committee. Dividend equivalents entitle the participant to
receive payments equal to dividends with respect to all or a portion of the
number of shares of Common Stock subject to an Award under the Long-Term
Incentive Plan, as determined by the Committee. The Committee may provide that
dividend equivalents be paid or distributed when accrued or be deemed to have
been reinvested in additional shares of Common Stock or otherwise reinvested.
Other Stock-Based Awards. The Committee may, subject to limitations under
applicable law, grant to participants such other awards that are payable in,
valued in whole or in part by reference to, or otherwise based on or related to
shares of Common Stock as deemed by the Committee to be consistent with the
purposes of the Long-Term Incentive Plan, including without limitation shares of
Common Stock awarded purely as a bonus and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Common Stock and awards valued by
reference to book value of shares of Common Stock or the value of securities of
or the performance of specified subsidiaries of the Company. The Committee will
determine the terms and conditions of any such awards.
Performance Goals. The Committee may determine that any award will be
determined solely on the basis of (a) the achievement by the Company or a
subsidiary company of a specified target return, or target growth in return, on
equity or assets, (b) the Company's or subsidiary's stock price, (c) the
Company's total shareholder return (stock price appreciation plus reinvested
dividends) relative to a defined comparison group or target over a specific
performance period, (d) the achievement by a business unit of the Company or
subsidiary of a specified target, or target growth in, net income or earnings
per share, (e) the achievement of objectively determinable goals with respect to
service or product delivery, service or product quality, customer satisfaction,
meeting budgets and/or retention of employees, or (f) any combination of the
goals set forth in (a) through (e) above. If an award is made on such basis, the
Committee will establish goals prior to the beginning of the period for which
such performance goal relates (or such later date as may be permitted under Code
Section 162(m) or the regulations thereunder), and the Committee may reduce (but
not increase) the award, notwithstanding the achievement of a specified goal.
Any payment of an award granted with performance goals will be conditioned on
the written certification of the Committee in each case that the performance
goals and any other material conditions were satisfied.
Limitations on Transfer; Beneficiaries. No award will be assignable or
transferable by a participant other than by will or the laws of descent and
distribution or, except in the case of an incentive stock option, pursuant to a
qualified domestic relations order; 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, (ii) does not cause
any option intended to be an incentive stock option to fail to be described in
Code Section 422(b), and (iii) 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 awards.
Acceleration Upon Certain Events. Upon the participant's death or
disability, all outstanding options, SARs, and other awards in the nature of
rights that may be exercised will become fully exercisable and all restrictions
on outstanding awards will lapse. Any options or SARs will thereafter continue
or lapse in accordance with the other provisions of the Long-Term Incentive Plan
and the award agreement. Unless otherwise provided in an Award Agreement
approved by the Committee, if a Change in Control (as defined in the Long-Term
Incentive Plan) occurs, then all outstanding Awards that may be exercised shall
become fully exercisable and all restrictions on outstanding Awards shall lapse.
Under certain conditions, the Board of Directors may determine that events not
otherwise constituting a Change in Control will be considered a Change in
Control.
9
12
TERMINATION AND AMENDMENT
The Board of Directors or the Committee may, at any time and from time to
time, terminate, amend or modify the Long-Term Incentive Plan without
stockholder approval. The Committee may, however, condition any amendment on the
approval of the stockholders of the Company if such approval is necessary or
deemed advisable with respect to tax or securities or if modification of the
Long-Term Incentive Plan may, without the written consent of the participant,
adversely affect any award previously granted under the Long-Term Incentive
Plan.
CERTAIN FEDERAL INCOME TAX EFFECTS
Nonqualified stock options. Under present federal income tax regulations,
there will be no federal income tax consequences to either the Company or the
participant upon the grant of a non-discounted nonqualified stock option.
However, the participant will realize ordinary income on the exercise of the
nonqualified stock option in an amount equal to the excess of the fair market
value of the Common Stock acquired upon the exercise of such option over the
exercise price, and the Company will receive a corresponding deduction (subject
to Code Section 162(m) limitations). The gain, if any, realized upon the
subsequent disposition by the participant of the Common Stock will constitute
short-term or long-term capital gain, depending on the participant's holding
period.
Incentive Stock Options. Under present federal income tax regulations,
there will be no federal income tax consequences to either the Company or the
participant upon the grant of an incentive stock option or the exercise thereof
by the participant, except that upon exercise of an incentive Stock option, the
participant may be subject to alternative minimum tax on certain items of tax
preference. If the participant holds the shares of Common Stock for the greater
of two years after the date the option was granted or one year after the
acquisition of such shares of Common Stock (the "required holding period"), the
difference between the aggregate option price and the amount realized upon
disposition of the shares of Common Stock will constitute long-term capital gain
or loss, and the Company will not be entitled to a federal income tax deduction.
If the shares of Common Stock are disposed of in a sale, exchange or other
"disqualifying disposition" during the required holding period, the participant
will realize taxable ordinary income in an amount equal to the excess of the
fair market value of the Common Stock purchased at the time of exercise over the
aggregate option price, and the Company will be entitled to a federal income tax
deduction in that amount (subject to Code Section 162(m) limitations).
SARs. Under present federal income tax regulations, a participant
receiving a SAR will not recognize income, and the Company will not be allowed a
tax deduction, at the time the award is granted. When a participant exercises a
SAR, the amount of cash and the fair market value of any shares of Common Stock
received will be ordinary income to the participant, and the Company will be
allowed a deduction in that amount for federal income tax purposes (subject to
Code Section 162(m) limitations).
Performance units. Under present federal income tax regulations, a
participant receiving performance units will not recognize income, and the
Company will not be allowed a tax deduction, at the time the award is granted.
When a participant receives payment of performance units, the amount of cash and
the fair market value of any shares of Common Stock received will be ordinary
income to the participant, and the Company will be allowed a deduction in that
amount for federal income tax purposes (subject to Code Section 162(m)
limitations).
Restricted Stock. Under present federal income tax regulations, and unless
the participant makes an election to accelerate recognition of the income to the
date of grant, a participant receiving a restricted stock award will not
recognize income, and the Company will not be allowed a tax deduction, at the
time the award is granted. When the restrictions lapse, the participant will
recognize ordinary income equal to the fair market value of the Common Stock,
and the Company will be entitled to a tax deduction in that amount (subject to
Code Section 162(m) limitations).
10
13
BENEFITS TO NAMED EXECUTIVE OFFICERS, DIRECTORS AND OTHERS
As of September 30, 2001, awards had been granted under the Long-Term
Incentive Plan to the persons and groups shown in the table below. In addition,
the Company has agreed to grant awards to the outside directors for service on
the Board during the period December 1, 2001 through November 30, 2002. Any
future awards under the Long-Term Incentive Plan will be made at the discretion
of the Committee or the Board, as the case may be. Consequently, the Company
cannot determine, with respect to (1) the executive officers of the Company, (2)
all current executive officers as a group, (3) all non-executive directors, as a
group, or (4) all eligible participants, including all current officers who are
not executive officers, as a group, either the benefits or amounts that will be
received in the future by such persons or groups pursuant to the Long-Term
Incentive Plan.
1999 LONG-TERM INCENTIVE PLAN
<Table>
<Caption>
STOCK OPTION GRANTS(1)
-------------------------
DOLLAR VALUE NUMBER OF
NAME AND POSITION OF OPTIONS OPTIONS
----------------- ------------ ---------
David D. Stevens, Chairman of the Board and Chief Executive
Officer................................................... (2) 120,000
John R. (Randy) Grow, President and Director................ (2) 60,000
Joel R. Kimbrough, Senior Vice President, Chief Financial
Officer and Treasurer..................................... (2) 60,000
Kyle J. Callahan, Senior Vice President and Director........ (2) 60,000
Thomas W. Bell, Jr. Senior Vice President, General Counsel
and Secretary............................................. (2) 60,000
Kenneth R. Masterson, Director.............................. (2) 37,500
Kenneth J. Melkus, Director................................. (2) 37,500
Kevin L. Roberg, Director................................... (2) 60,000
Patrick J. Welsh, Director.................................. (2) 37,500
Dick R. Gourley, Director................................... (2) 30,000
Andrew M. Paul, Former Director............................. (2) 22,500
All Executive Officers as a Group........................... (2) 360,000
All Non-Executive Directors as a Group...................... (2) 225,000
All Non-Executive Employees as a Group...................... (2) 465,218
</Table>
---------------
(1) The options granted to such persons named in this table become exercisable
on various dates ranging from immediately upon issuance to the first four
anniversaries of the date of grant. The exercise price per share for options
granted was the fair market value per share on the date of grant.
(2) The dollar value of the above options is dependent on the difference between
the exercise price and the fair market value of the underlying shares on the
date of exercise.
REASONS FOR AMENDMENT OF THE LONG-TERM INCENTIVE PLAN
The Company believes that granting awards under the Long-Term Incentive
Plan is necessary to attract, retain and motivate qualified employees and
consultants, including but not limited to individuals who are or will be
employed by Accredo. Accredo may also grant awards to new employees joining the
Company through acquisitions. Management believes that grants to employees of
acquired companies are an important tool, enhancing Accredo's ability to acquire
companies and pursue its growth strategy, by aligning the interests of these new
employees with those of Accredo's stockholders.
There are currently fewer than 133,000 shares available for grant under the
Company's Long-Term Incentive Plan and the Company's 1996 Stock Option Plan,
which are the only plans under which the Company will make grants to current
officers, employees and consultants. (After grants to the outside directors for
service on the Board during the period December 1, 2001 through November 30,
2002, there will be fewer than 33,000 shares available for grant.) The Company
has determined not to make future grants under option plans of acquired
companies.
11
14
The Company believes it is important to make annual grants that vest over a
period of time to current officers and employees, so that they have a continuing
incentive to improve the Company's performance and mirror the results for the
Company's shareholders. To be able to continue to use stock-based incentives to
attract new employees, to incent and retain existing employees, and to align the
incentives of employees of acquired companies with those of Accredo's
stockholders, the Board of Directors has recommended an amendment to increase
the number of shares of Common Stock reserved for issuance under the Long-Term
Incentive Plan. The text of the proposed Amended and Restated 1999 Long-Term
Incentive Plan is included in Appendix B to this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT TO THE LONG-TERM INCENTIVE PLAN
12
15
SECURITY OWNERSHIP OF DIRECTORS,
OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of Common Stock held
beneficially, directly or indirectly, as of the Record Date (September 18, 2001)
by (a) each person known by the Company to be the beneficial owner of more than
five percent of the Common Stock, (b) each director and director nominee of the
Company, (c) the Company's Chief Executive Officer and the Company's four most
highly compensated executive officers other than the Chief Executive Officer
whose total salary and bonus for fiscal 2001 exceeded $100,000 (collectively,
the "Named Executive Officers"), and (d) all directors, nominees and officers of
the Company as a group, together with the percentage of the outstanding shares
of Common Stock which such ownership represents.
COMMON STOCK
<Table>
<Caption>
BENEFICIAL OWNERSHIP(1)
------------------------
NUMBER PERCENT
----------- ---------
American International Group, Inc.(2)....................... 1,759,550 6.8
Pilgrim Baxter & Associates(3).............................. 1,705,525 6.6
David D. Stevens(4)......................................... 561,045 2.2
John R. Grow(5)............................................. 230,259 *
Joel R. Kimbrough(6)........................................ 209,082 *
Kyle J. Callahan(7)......................................... 173,517 *
Thomas W. Bell, Jr.(8)...................................... 76,103 *
Kenneth R. Masterson(9)..................................... 109,500 *
Kenneth J. Melkus(10)....................................... 55,000 *
Patrick J. Welsh(11)........................................ 187,132 *
Kevin L. Roberg(12)......................................... 31,875 *
Dick R. Gourley(13)......................................... 5,475 *
All executive officers, directors and nominees as a group
(10 persons)(14).......................................... 1,638,988 6.1
</Table>
---------------
* Less than 1%.
(1) Information relating to the beneficial ownership of Common Stock by the
above individuals is based upon information furnished by each such
individual using "beneficial ownership" concepts set forth in rules
promulgated by the Securities and Exchange Commission (the "Commission")
under Section 13(d) of the Exchange Act. Beneficial ownership includes
shares as to which such person or group, directly or indirectly, through
any contract, management, understanding, relationship, or otherwise has or
shares voting power and/or investment power as those terms are defined in
Rule 13d-3(a) of the Exchange Act. Except as indicated in other footnotes
to this table, each individual listed above possesses sole voting and
investment power with respect to all shares set forth by his or its name,
except to the extent such power is shared by a spouse under applicable law.
Any security that any person named above has the right to acquire within 60
days is deemed to be outstanding for purposes of calculating the ownership
percentage by the particular person or group, but are not deemed
outstanding for any other purpose.
(2) The address of American International Group, Inc. is 70 Pine Street, New
York, New York 10270. This information is derived from a 13F filing made by
such holder as to shares as to which it exercises shared investment
discretion as of June 30, 2001. We make no representation as to the
accuracy and completeness of this information regarding American
International Group, Inc.
(3) The address of Pilgrim Baxter & Associates is 1400 Liberty Ridge Drive,
Wayne, Pennsylvania 19087-5525. This information is derived from a 13F
filing made by such holder as to shares as to which it exercises shared
investment discretion as of March 31, 2001. We make no representation as to
the accuracy and completeness of this information regarding Pilgrim Baxter
& Associates.
(4) Includes options to purchase 291,716 shares granted under our stock option
plan.
(5) Includes options to purchase 145,320 shares granted under our stock option
plan.
(6) Includes options to purchase 146,607 shares granted under our stock option
plan.
13
16
(7) Includes options to purchase 73,562 shares granted under our stock option
plan.
(8) Includes options to purchase 43,250 shares granted under our stock option
plan.
(9) Includes options to purchase 71,250 shares granted under our stock option
plan. The address for Mr. Masterson is c/o FedEx Corporation, 942 S. Shady
Grove Road, Memphis, Tennessee 38120.
(10) Includes options to purchase 15,000 shares granted under our stock option
plan. The address for Mr. Melkus is 102 Woodmont Blvd., Suite 110,
Nashville, Tennessee 37205.
(11) Includes options to purchase 41,250 shares granted under our stock option
plan. The address for Mr. Welsh is 320 Park Avenue, Suite 2500, New York,
New York 10022.
(12) Includes options to purchase 26,250 shares granted under our stock option
plan. The address for Mr. Roberg is 1695 Hunter Drive, Medina, Minnesota
55391.
(13) Includes options to purchase 5,250 shares granted under out stock option
plan. The address for Dr. Gourley is 847 Monroe Avenue, Suite 226, Memphis,
TN 38163.
(14) Includes options to purchase an aggregate of 859,455 shares granted under
our stock option plan.
14
17
MANAGEMENT
The Named Executive Officers of the Company are listed in the table below.
Biographical information concerning David D. Stevens, John R. (Randy) Grow, and
Kyle J. Callahan, who are also directors of the Company, is set forth under
Proposal 1 in this Proxy Statement. Biographical information concerning all
other executive officers of the Company is set forth below.
<Table>
<Caption>
NAME AGE POSITION
---- --- --------
David D. Stevens..................... 48 Chairman of the Board of Directors and Chief Executive
Officer
John R. (Randy) Grow................. 53 President and Director
Joel R. Kimbrough.................... 43 Senior Vice President, Chief Financial Officer and
Treasurer
Kyle J. Callahan..................... 35 Senior Vice President and Director
Thomas W. Bell, Jr................... 50 Senior Vice President, General Counsel and Secretary
</Table>
Mr. Kimbrough has served as Senior Vice President and Chief Financial
Officer and Treasurer of Accredo since it was acquired from LHS in 1996. He has
also served as Chief Financial Officer and Director of Nova Factor since its
inception in 1990, as Chief Financial Officer of SHS since 1989, and as a
Director of SHS since 1996. Previously, Mr. Kimbrough, a certified public
accountant, was employed by Ernst & Young LLP from 1980 to 1989.
Mr. Bell joined Accredo as Senior Vice President and General Counsel in
July 1998 and was elected Secretary of the Company in October 1998. Prior to
joining the Company, Mr. Bell practiced law from 1976 to 1998 as a member of the
firm of Armstrong Allen Prewitt Gentry Johnston & Holmes, PLLC in Memphis,
Tennessee, where Mr. Bell represented Nova Factor and SHS since their inception
in 1990 and 1983, respectively.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Stevens,
Grow, Kimbrough, Bell and Callahan. The terms of such employment agreements
expired on August 31, 2001 with respect to Messrs. Stevens, Bell and Kimbrough,
although the Company and these executives have agreed to execute new three year
contracts. The terms of the employment agreements of Messrs. Grow and Callahan
expire on August 31, 2002. Each employment agreement including those of Messrs.
Stevens, Bell and Kimbrough contain evergreen clauses and automatically renew
for additional one year periods at the end of their term. The Company may
terminate the employment agreements at any time. Each employment agreement
provides that in the event the Company terminates the executive's employment
without "cause" (as defined therein) and other than by reason of his death or
disability, or in the event the executive terminates his employment for "good
reason" (as defined therein), the executive shall continue to receive his salary
as a severance payment for one year. In addition, upon such termination, Messrs.
Stevens, Grow, Kimbrough, Callahan and Bell would be entitled to continue to
participate in the Company's benefit plans for a period of one year (or until
the commencement of other full-time employment, whichever is earlier).
The employment agreements entitle Messrs. Stevens, Grow, Kimbrough, Bell
and Callahan to annual base salaries which for the twelve month period ending
August 31, 2002 are presently set at $350,000, $230,000, $230,000, $216,000, and
$220,000, respectively. Each employment agreement also provides for the payment
of an annual bonus of up to 75% of salary with respect to Messrs. Grow,
Kimbrough, Callahan and Bell, and up to 100% of salary with respect to Mr.
Stevens, based upon the extent to which the Company achieves certain performance
goals based upon target earning and revenue levels established by the Board of
Directors. Each of the employment agreements entitles the executive to all
benefits provided by the Company for its senior executives. In addition, the
Company has agreed to maintain $500,000 in term life insurance for each of
Messrs. Stevens, Grow, Kimbrough and Bell, payable to their respective named
beneficiaries.
Each of the employment agreements prohibits the executive's disclosure and
use of confidential information and restricts, for twelve months following
termination of employment, the executive's solicitation of certain employees of
the Company, conduct of certain business with the Company's five largest
suppliers, or competition with the Company.
15
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual salaries paid to the Company's
Chief Executive Officer and the Company's Named Executive Officers for the
fiscal years ended June 30, 1999, 2000 and 2001.
<Table>
<Caption>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -------------------------
----------------------------------------- RESTRICTED SECURITIES
FISCAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARD(S)($) OPTIONS(#) COMPENSATION(5)
--------------------------- ------ --------- -------- ------------------ ----------- ----------- ---------------
David D. Stevens(2).......... 2001 $305,112 $308,629 -- -- 120,000 $4,529
Chairman of the Board and 2000 284,547 214,326 -- -- -- 4,795
Chief Executive Officer 1999 263,534 132,300 -- -- -- 4,224
John R. (Randy) Grow(3)...... 2001 201,362 152,557 -- -- 60,000 4,225
President 2000 189,690 95,051 -- -- -- 4,813
1999 177,780 89,250 -- -- -- 4,611
Joel R. Kimbrough(4)......... 2001 199,833 151,603 -- -- 60,000 5,106
Senior Vice President, 2000 186,364 93,582 -- -- -- 5,343
Chief Financial Officer and 1999 172,345 86,650 -- -- -- 3,782
Treasurer
Kyle J. Callahan(5).......... 2001 193,466 146,724 -- -- 60,000 3,688
Senior Vice President 2000 183,294 91,417 -- -- -- 3,455
1999 170,983 85,838 -- -- -- 3,520
Thomas W. Bell, Jr.(6)....... 2001 189,518 143,583 -- -- 60,000 3,138
Senior Vice President, 2000 178,532 89,460 -- -- -- 3,214
General Counsel and 1999 138,923 67,200 -- -- 112,500 1,799
Secretary
</Table>
---------------
(1) Excludes perquisites and other personal benefits which for each Named
Executive Officer during any such year did not exceed the lesser of $50,000
or 10% of such individuals salary plus annual bonus.
(2) All other compensation for fiscal year 2001 includes Company contributions
of $3,629 under its 401(k) Plan and $900 for Company-paid life insurance.
All other compensation for fiscal year 2000 includes Company contributions
of $3,411 under its 401(k) Plan and $1,384 for Company-paid life insurance.
All other compensation for fiscal year 1999 includes Company contributions
of $3,316 under its 401(k) plan and $908 for Company-paid life insurance.
(3) All other compensation for fiscal year 2001 includes Company contributions
of $2,765 under its 401(k) Plan and $1,460 for Company-paid life insurance.
All other compensation for fiscal year 2000 includes Company contributions
of $2,644 under its 401(k) Plan and $2,169 for Company-paid life insurance.
All other compensation for fiscal year 1999 includes Company contributions
of $3,278 under its 401(k) plan and $1,333 for Company-paid life insurance.
(4) All other compensation for fiscal year 2001 includes Company contributions
of $3,456 under its 401(k) Plan and $1,650 for Company-paid life insurance.
All other compensation for fiscal year 2000 includes Company contributions
of $3,339 under its 401(k) Plan and $2,004 for Company-paid life insurance.
All other compensation for fiscal year 1999 includes Company contributions
of $3,104 under its 401(k) plan and $678 for Company-paid life insurance.
(5) All other compensation for fiscal year 2001 includes Company contributions
of $3,528 under its 401(k) Plan and $160 for Company-paid life insurance.
All other compensation for fiscal year 2000 includes Company contributions
of $3,311 under its 401(k) Plan and $144 for Company-paid life insurance.
All other compensation for fiscal year 1999 includes Company contributions
of $3,376 under its 401(k) plan and $144 for Company-paid life insurance.
(6) All other compensation for fiscal year 2001 includes Company contributions
of $2,068 under its 401(k) Plan and $1,070 for Company-paid life insurance.
All other compensation for fiscal year 2000 includes Company contributions
of $1,890 under its 401(k) Plan and $1,324 for Company-paid life insurance.
All other compensation for fiscal year 1999 includes Company contributions
of $775 under its 401(k) plan and $1,024 for Company-paid life insurance.
Mr. Bell joined the Company in July 1998 and received a prorated salary
during the fiscal year ended June 30, 1999.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table is a summary of all stock options granted to the Named
Executive Officers during the fiscal year ended June 30, 2001:
<Table>
<Caption>
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EMPLOYEES EXERCISE OR GRANT DATE
OPTIONS IN FISCAL BASE PRICE EXPIRATION PRESENT
NAME GRANTED(1) YEAR ($/SHARE)(1) DATE VALUE($)(2)
---- ---------- ------------ ------------ ---------- -----------
David D. Stevens..................... 120,000 16.07% $27.75 11/01/10 $1,903,596
John R. (Randy) Grow................. 60,000 8.04% 27.75 11/01/10 951,798
Joel R. Kimbrough.................... 60,000 8.04% 27.75 11/01/10 951,798
Kyle J. Callahan..................... 60,000 8.04% 27.75 11/01/10 951,798
Thomas W. Bell, Jr................... 60,000 8.04% 27.75 11/01/10 951,798
</Table>
---------------
(1) These options were granted on November 1, 2000 with an exercise price equal
to the closing price of the Company's Common Stock as reported on the Nasdaq
National Market on that day (adjusted for subsequent stock splits).
Twenty-five percent of these options will vest on each of the first four
anniversaries of the grant date. The options will vest immediately upon
certain changes in control of the Company.
(2) These values were determined using the Black-Scholes methodology and the
assumptions described in Note 14 to the Company's Consolidated Financial
Statements.
AGGREGATED OPTION EXERCISES IN 2001 AND YEAR-END VALUES
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table summarizes options exercised during fiscal year 2001
and presents the value of unexercised options held by the Named Executive
Officers at fiscal year end (1):
<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS HELD AT OPTIONS HELD AT
SHARES JUNE 30, 2000 JUNE 30, 2000(3)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
David D. Stevens.......... 167,500 $4,319,792 261,716 120,000 $9,384,264 $1,132,800
John R. (Randy) Grow...... 32,500 868,698 130,320 60,000 4,672,841 566,400
Joel R. Kimbrough......... 95,000 2,839,621 131,607 60,000 4,718,989 566,400
Kyle J. Callahan.......... 22,500 653,950 63,562 63,938 2,194,372 710,150
Thomas W. Bell, Jr........ 13,000 327,458 43,250 79,688 1,493,134 1,285,078
</Table>
---------------
(1) The table reflects the impact of a 3 for 2 stock split that occurred during
fiscal year 2001.
(2) Based upon the difference between fair market value and the exercise price
on the exercise dates.
(3) Based upon the closing price of the Common Stock of $37.19 per share as
reported on the NASDAQ National Market on June 29, 2001, less the exercise
price of the options.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
This report is submitted by the Company's Compensation Committee at the
direction of the Board of Directors. It provides information regarding the
compensation and benefits provided to the Company's Chief Executive Officer and
other executive officers. The Compensation Committee of the Board of Directors
is responsible for reviewing and approving compensation for the Company's
executive officers. The Compensation Committee is composed of two non-employee
directors. Because the Compensation Committee believes that each executive
officer has the potential to affect the short-term and long-term profitability
of the Company, the Committee places considerable importance on the task of
creating and implementing the Company's executive compensation program.
The Company's executive compensation program is focused on stockholder
value, the overall performance of the Company, the effect of the executive's
performance on the success of the Company and the individual performance of the
particular executive.
COMPENSATION PHILOSOPHY
The Compensation Committee's philosophy is to integrate the compensation of
the Company's executive officers with corporate performance. The Committee's
objectives are to (i) measure executive performance against short-term and
long-term goals, (ii) treat employees fairly and, at the same time, be cost
effective, (iii) reward performance, (iv) recognize individual initiative and
achievements, (v) foster teamwork within the Company so that employees share in
the rewards and risks of the Company, and (vi) assure that executive
compensation will be tax deductible to the maximum extent permissible. The
Compensation Committee is also focused on assisting the Company in attracting,
motivating, and retaining qualified executives, and aligning the incentives of
management with the interests of stockholders. In administering the compensation
policies and programs used by the Compensation Committee and endorsed by the
Board of Directors, the Compensation Committee reviews and approves:
- total compensation of executive officers in relation to Company
performance;
- long-term incentive compensation in the form of stock awards; and
- cash or other bonuses based upon a percentage of annual salary to
motivate and retain high quality executive officers.
The compensation program of the Company currently consists of base salary,
annual incentive compensation in the form of cash bonuses, and options. Because
the Company's compensation plan involves incentives contingent upon the
Company's performance and individual performance, an executive officer's actual
compensation level in any particular year may be above or below that of
similarly situated officers of competitors. The Compensation Committee reviews
each element of executive compensation annually.
The key components of the Company's executive compensation program are
described below.
BASE SALARY
The Compensation Committee, along with the CEO of the Company, reviews and
approves an annual salary plan for the Company's executive officers following a
merit review conducted by the CEO. The salary plan is developed by the Company's
CEO. Many subjective factors are included in determining the executive's base
salary, such as (i) the executive officer's responsibilities, (ii) the scope of
the position, (iii) experience and length of service with the Company, (iv)
individual efforts and performance within the Company, the industry and the
community, (v) team building skills consistent with the Company's best
interests, (vi) observance of the Company's ethics and compliance program, (vii)
salaries paid by competitive companies to officers in similar positions, and
(viii) base compensation paid to other Company executives. While these
subjective factors are then integrated with other objective factors, including
the Company's net income, earnings per share, return on equity, and growth, the
overall assessment is primarily a subjective one, intended to reflect the level
of responsibility and individual performance of the particular executive
officer.
18
21
BONUSES
The Compensation Committee believes that a significant portion of the total
cash compensation for executive officers should be based on the Company's
achievement of specific performance criteria, including earnings, and that a
significant part of the cash compensation package should be at risk.
Accordingly, executive officers of the Company receive a cash bonus based on a
percentage of annual base salary if the Company meets an annual performance
target. The performance targets are established and communicated at the
beginning of each year. The executive officers' performance targets have
historically been, and are contractually, based on the achievement by the
Company of earnings per share goals. Bonuses for executive officers can be as
much as 100% of base salary with respect to Mr. Stevens and as much as 75% of
base salary with respect to other executives, depending on the percentage of the
earnings per share goal that is achieved. The calculation of the percentage of
annual base salary to be paid as bonus upon achievement of a certain percentage
of the goal for that year is set out in each executive's employment contract.
LONG-TERM COMPONENT -- STOCK INCENTIVE PLANS
To date, the Company has relied primarily upon stock option awards to
provide long-term incentives for executives and to align executives' incentives
more closely with the interests of stockholders. The Compensation Committee
continues to believe that stock option awards have been and remain an excellent
vehicle for providing financial incentives for management. In addition to the
1996 Option Plan, the Company has also adopted the Accredo Health, Incorporated
1999 Long-Term Incentive Plan which is also administered by the Compensation
Committee. The Company's stock incentive plans permit the Company to issue stock
options or other stock based awards to officers, key employees, and directors of
the Company. Subject to general limits prescribed by the stock incentive plans,
the Compensation Committee has the authority to determine the individuals to
whom stock awards will be granted, the terms of the awards, and the number of
shares subject to each award. The size of any particular stock award is based
upon the executive's position and the executive's individual performance during
the related evaluation period. Because the option exercise price is the price of
stock on the date of grant and the options generally carry a ten-year life,
under a stock option award executives benefit only if the value of the Company's
Common Stock increases.
The Company has historically divided its options into two traunches.
Tranche A options previously granted vest over time while the exercisability of
previously granted Tranche B options accelerate if the Company achieves certain
preset performance goals. Thus, executives with stock options are rewarded for
their efforts to improve short and long-term performance. In this way, the
financial interests of management are aligned with those of the Company's
stockholders. For this reason, the Company uses stock options as its predominate
long-term incentive program.
As a result of the financial performance achieved by the Company during the
fiscal year ended June 30, 1999, the Board of Directors and Compensation
Committee approved the vesting on September 1, 1999 of 50% of outstanding
Tranche B options granted to the executives and the vesting of the remaining 50%
of outstanding Tranche B options on September 1, 2000.
Executive officers of the Company may also participate in the Company's
Employee Stock Purchase Plan (the "Stock Purchase Plan"). Executive officers are
entitled to participate in the Stock Purchase Plan on the same terms as
non-executive employees who meet the applicable eligibility criteria, subject to
any legal limitations on the amounts that may be contributed or the benefits
that may be payable under the Stock Purchase Plan. All contributions to the
Stock Purchase Plan are made or invested in the Company's Common Stock. These
features are intended to align further the executives' and stockholders'
long-term financial interests.
OTHER BENEFITS
The Company's executives are also entitled to participate in (i) the
Company's self insured group medical plan, and (ii) the Company's 401(k) plan.
In addition, the Company maintains $500,000.00 in term life insurance for each
of Messrs. Stevens, Grow, Kimbrough and Bell, payable to their respective named
beneficiaries. The Company makes only nominal use of perquisites in compensating
its executive officers.
19
22
CHIEF EXECUTIVE OFFICER COMPENSATION
The Compensation Committee's basis for compensation of the Chief Executive
Officer, David D. Stevens, is based on the compensation philosophy discussed
above. Mr. Stevens participates in the same executive compensation plans
available to the other executive officers. For the 12 months ending August 31,
2002, the Compensation Committee set the base salary of Mr. Stevens at
$350,000.00. The compensation level established for Mr. Stevens was in response
to the Committee's and the Board's assessments of the Company's performance and
accomplishments in fiscal 2001, as well as Mr. Stevens' position in the Company
and the nature of his responsibilities and contributions. The Committee
considered Mr. Stevens' performance in terms of the Company's success in meeting
its performance targets, from both an operational and a financial standpoint,
and in executing its strategic plan. The Committee also considered the Company's
performance relative to its peers and competitors in the industry in evaluating
Mr. Stevens' compensation.
FEDERAL INCOME TAX DEDUCTIBILITY LIMITATIONS
The Compensation Committee intends to use its best efforts to structure
future compensation so that executive compensation paid by the Company is fully
deductible in accordance with Section 162(m) of the Internal Revenue Code
enacted in 1993, which generally disallows a tax deduction to public companies
for compensation over $1 million paid to certain executive officers unless
certain conditions are met. However, the Compensation Committee may, in a
particular case, decide to approve compensation that may prove not to be
deductible.
SUMMARY
The Compensation Committee believes that the Company's compensation
policies are strongly linked to the Company's performance and the enhancement of
stockholder value. The Compensation Committee intends to continually evaluate
the Company's compensation policies and plans to ensure that they are
appropriately configured to align the interest of officers and stockholders and
that the Company can attract, motivate, and retain talented management
personnel.
Submitted by the Compensation Committee of the Company's Board of Directors.
Kenneth J. Melkus
Patrick J. Welsh
20
23
STOCKHOLDER RETURN
PERFORMANCE GRAPH
The following is a comparative performance graph that compares the
percentage change of cumulative total stockholder return on the Company's Common
Stock with (a) the performance of a broad equity market indicator and (b) the
performance of a published industry index or peer group. The following graph
compares the percentage change of cumulative total stockholder return on the
Company's Common Stock with (1) the Nasdaq Stock Market Index (the "Broad
Index") and (2) the JP Morgan H&Q Healthcare Index (formerly known as the Chase
H&Q Healthcare Index) (the "Industry Index"). The graph begins on April 16,
1999, the date on which the Company's Common Stock first began trading on the
Nasdaq National Market. For purposes of preparing the graph, the Company assumed
that an investment of $100 was made on April 16, 1999 in each of Company's
Common Stock, the Broad Index, and the Industry Index and that all dividends, if
any, were reinvested at the time they were paid.
The JP Morgan H&Q Healthcare Index is comprised of approximately 100 stocks
of publicly traded healthcare related companies in the Biotechnology,
Pharmaceuticals, Diagnostics and Imaging, Medical Products, and Healthcare
Services sectors. The components of the index portfolio are intended to be a
broad representative sample of the public companies in this specific industry
sector. Management believes that the Index includes companies that are
comparable to the Company in terms of their businesses, size and market
characteristics.
The comparison in the graph below is based on historical data and is not
intended to forecast the possible future performance of the Company's Common
Stock.
COMPARISON OF 26 MONTH CUMULATIVE TOTAL RETURN
AMONG ACCREDO HEALTH, INCORPORATED, THE NASDAQ STOCK MARKET (U.S.)
INDEX AND THE JP MORGAN H&Q HEALTHCARE INDEX
(PERFORMANCE GRAPH)
<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------
4/16/99 6/99 9/99 12/99 3/00 6/00 9/00 12/00 3/01 6/01
------------------------------------------------------------------------------------------------------------------------
Accredo Health,
Incorporated 100.00 204.70 196.89 192.20 310.55 324.04 458.21 470.52 459.66 522.97
NASDAQ Stock Market
(U.S.) 100.00 108.54 111.24 164.42 184.56 160.47 147.67 98.88 73.81 86.99
JP Morgan (H&Q)
Healthcare 100.00 106.90 99.54 116.21 129.91 149.79 164.70 169.00 143.23 158.21
</Table>
21
24
THE FOREGOING REPORT ON EXECUTIVE COMPENSATION OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS, STOCK PERFORMANCE GRAPH AND REPORT OF THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO
THE EXTENT ACCREDO SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND
SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Melkus and Welsh presently serve as members of the Compensation
Committee of the Board of Directors and served on the Compensation Committee
during the fiscal year ended June 30, 2001. None of Messrs. Melkus, or Welsh,
nor any executive officer of the Company, serves as a member of a board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LEASE OF REAL PROPERTY
Pursuant to a lease agreement dated as of January 1, 2001, the Company's
subsidiary, HHS, leases from the mother of Kyle J. Callahan (who is currently a
director and executive officer of the Company and HHS) approximately 31,300
square feet of administrative and other space located at 6820 Charlotte Pike,
Nashville, Tennessee. The lease contains an initial term of 5 years and a
five-year renewal option. The initial 5 year term expires December 31, 2005.
During fiscal 2001, HHS paid Mr. Callahan's mother $514,161.00 under this lease
and a predecessor lease dated September 1, 1994 and amended on March 1, 1997 and
May 25, 1999. The Company believes that the foregoing Lease was obtained on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.
PAYMENT OF ESCROWED FUNDS
In June 1997, the Company purchased all of the outstanding shares of common
stock of HHS. The mother of Kyle J. Callahan (currently a director and executive
officer of the Company and HHS) was a significant stockholder of HHS. Part of
the consideration received by the selling shareholders was placed in two escrow
accounts to secure potential indemnification claims for breaches of the seller's
representations and warranties and to satisfy certain accounts payable of HHS
that had not been resolved at closing. $620,401 continues to be held in escrow
pending resolution of certain pending matters.
COMPANY POLICY
The Company has adopted a policy pursuant to which transactions with
affiliates (other than those entered into in connection with the formation of
the Company) must be reviewed by the Audit Committee and approved by a majority
of the disinterested members of the Board of Directors and will be made on terms
no less favorable to the Company than could be obtained from unaffiliated third
parties.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Exchange Act, the Company's directors, executive
officers and any person holding more than ten percent of the Common Stock are
required to report their ownership of the Common Stock and any changes in that
ownership to the SEC and the Nasdaq National Market. These persons also are
required by SEC regulations to furnish the Company with copies of these reports.
Specific due dates for these reports have been established, and the Company must
report in this Proxy Statement any failure to make required filings in 2001.
Based solely on a review of the reports furnished to the Company or written
representations from the Company's directors, officers, and ten percent
beneficial owners, all reporting requirements were satisfied.
22
25
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Stockholders of the Company wishing to submit a proposal for action at the
Company's 2002 annual meeting of stockholders and to have the proposal included
in the Company's proxy materials relating to that meeting, must deliver their
proposals to the Company at its principal offices not later than June 14, 2002.
Additional legal requirements apply to any inclusion of stockholder proposals in
proxy materials of the Company.
In order to be considered at the 2002 Annual Meeting, shareholder proposals
must comply with the advance notice and eligibility requirements contained in
the Company's By-Laws. The Company's By-Laws provide that shareholders are
required to give advance notice to the Company of any nomination by a
shareholder of candidates for election as directors and of any business to be
brought by a shareholder before an annual shareholders' meeting. Specifically,
the By-Laws provide that for a shareholder to nominate a person for election to
the Company's Board of Directors, the shareholder must be entitled to vote for
the election of directors at the meeting and must give timely written notice of
the nomination to the Secretary of the Company. The By-Laws also provide that
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have the legal right and authority to make the proposal for
consideration at the meeting and the shareholder must give timely written notice
thereof to the Secretary of the Company. In order to be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Company not less than 60 days nor more than 90 days prior to the
meeting. In the event that less than 70 days' notice or prior public disclosure
of the date of the meeting is given or made to shareholders, notice by the
shareholder must be received not later than the close of business on the tenth
day following the day on which notice of the date of the meeting was mailed or
public disclosure was made. The notice must contain specified information about
each nominee or the proposed business and the shareholder making the nomination
or proposal.
The specific requirements of these advance notice and eligibility
provisions are set forth in Section 11 and Section 12 of Article II of the
Company's By-Laws, a copy of which is available upon request. Such requests and
any shareholder proposals should be sent to the Secretary of the Company at the
principal executive offices of the Company.
ANNUAL REPORTS
The Company's fiscal 2001 Annual Report to stockholders is being mailed to
the Company's stockholders with this Proxy Statement. The Annual Report is not
part of the proxy soliciting material.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001 as filed with the Securities and Exchange Commission may be
obtained by any stockholder, free of charge, upon written request to the Office
of the Secretary, Accredo Health, Incorporated, 1640 Century Center Parkway,
Suite 101, Memphis, Tennessee 38134.
OTHER MATTERS
The management of the Company knows of no other matters to be presented and
acted upon at the Annual Meeting other than those set forth in the accompanying
notice. However, if any other matters requiring a vote of the stockholders
should properly come before the Annual Meeting or any adjournment thereof, each
proxy will be voted with respect thereto in accordance with the best judgment of
the proxy holder.
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26
APPENDIX A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF ACCREDO HEALTH, INCORPORATED
The Board of Directors having previously established an Audit Committee as
a permanent standing committee of the Board, effective January 1, 2000, the
Board of Directors of Accredo Health, Incorporated adopts, approves and
publishes the following Charter of the Audit Committee.
ARTICLE I
STATEMENT OF POLICY
The Audit Committee is hereby established as a permanent standing committee
of the Board of Directors of the Corporation. The Committee shall, through
regular or special meetings with management, and the Company's independent
auditor, provide oversight on matters relating to accounting, financial
reporting, internal control, auditing, and regulatory compliance activities and
other matters as the Board or the Committee Chairperson deems appropriate.
ARTICLE II
MEMBERS
SECTION 1. Number and Qualification. The Audit Committee shall be
composed initially of three members and may be expanded from time to time by
majority vote of the Board of Directors of the Corporation. The members of the
Audit Committee shall meet the independence and experience requirements of the
NASDAQ Stock Market, Inc.
SECTION 2. Election. The Board of Directors of Accredo Health,
Incorporated shall designate the members of the Board of Directors who will
compose the Audit Committee. Members of the Audit Committee shall serve at the
discretion of the Board of Directors and members may be added, removed or
replaced upon a vote of the majority of the members of the Board of Directors.
ARTICLE III
ORGANIZATION AND PROCEDURE
SECTION 1. Officers. The Audit Committee shall choose its Chairperson by
majority vote of its members. The Chairperson of the Committee shall preside at
meetings of the Audit Committee. The Secretary of the Corporation shall act as
secretary of the Committee, but in the absence of the Secretary, the presiding
officer may appoint a secretary.
ARTICLE IV
MEETINGS
SECTION 1. Time. The Audit Committee will meet quarterly during the
period following the end of each calendar quarter and the date when the
Corporation makes a public announcement of its earnings for that quarter. The
Audit Committee shall meet at such other times as may be necessary upon the call
of the Chairman of the Board of Directors, the President or the Chairman of the
Audit Committee. Meeting of the Audit Committee may be held at such place as
shall be designated by the Chairman. Notice of any meeting of the Audit
Committee shall be given to each of the members of the Committee either orally
or in writing at least two days in advance of the meeting. If given in writing,
such notice shall be deemed to be effective when received and may be given by
any means, including personal delivery, by mail or by telegram, telex or
facsimile transmission. If given by mail, such notice shall also be deemed
effective five days after deposited in the U.S. Mail, if mailed with first class
postage prepaid. Notice may be addressed to a director's residence or
A-1
27
usual place of business. Each such notice shall state the time and place of the
meeting. Notice of any meeting of the Committee need not be given to any member
if he shall sign a written waiver thereof either before or after the meeting or
if he shall be present at the meeting.
SECTION 2. Quorum. The presence of at least a majority of the members of
the Audit Committee shall be necessary for the transaction of business at all
meetings of the Audit Committee and action of the Audit Committee shall require
the concurrence of a majority of those present at such a meeting. Each member of
the Audit Committee shall have one vote on all matters addressed by the
Committee.
SECTION 3. Telephonic Participation in Meetings. Members of the Audit
Committee may participate in a meeting of the Committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at said meeting.
SECTION 4. Minutes. The Audit Committee shall maintain minutes of its
meetings and the Secretary of the Corporation shall compile and keep such
minutes in a form readily accessible to the members of the Board, the Audit
Committee and such other persons as shall have a need to review said minutes.
ARTICLE V
SCOPE OF AUTHORITY
SECTION 1. Authority. The Audit Committee shall have the following
authority:
(a) Periodically to review and discuss with management and the
auditors, the financial statements of the Company and its subsidiaries,
paying particular attention to any weaknesses in internal accounting
policies and controls.
(b) Annually to review and approve the need and scope of any internal
audit and controls of the Company and its subsidiaries and, as tendered or
requested, to receive, consider and act upon reports of the activities of
any internal audit function.
(c) To advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and regulations and
with the Company's Code of Conduct, and review with the Company's General
Counsel legal matters that may have a material impact on the financial
statements, the Company's compliance policies and any material reports or
inquiries received from regulators or governmental agencies.
(d) To review periodically with the auditors and management, material
matters relating to the financial reporting and accounting procedures and
policies of the Company and its subsidiaries, the effectiveness of the
financial accounting and internal controls of the Company and its
subsidiaries, and current matters of concern in the industry as to record
keeping, reporting and disclosure of the financial condition of the Company
and its subsidiaries to public regulatory bodies.
(e) Periodically, on receipt of the same, to review the results and
reports of examinations into the affairs of the Company and its
subsidiaries by any regulatory agency or authority, to review any
recommendations for change made in such reports and to monitor the
effectiveness of any such changes, and in that connection to advise the
Board and management with respect thereto.
(f) Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61 and 90, as they may be
modified or supplemented.
(g) Discuss with the auditors the auditor's independence. Annually,
the Committee shall receive from the outside accountants a formal statement
delineating all relationships between the accountants and the Company and
the Committee shall receive from the auditors disclosures regarding the
auditors independence required by Independence Standards Board Standard No.
1, as it may be modified or supplemented. The Committee will discuss with
the independent accountants all significant relationships the accountants
have with the Corporation to determine the accountants independence.
A-2
28
(h) Conduct or authorize investigations into any matters within the
Audit Committee's scope of responsibilities. The Audit Committee shall be
empowered to retain independent counsel, accountants or others to assist it
in the conduct of any investigation.
(i) Meet in separate executive sessions, without members of senior
management present, with the independent accountants, company's corporate
compliance officer, or others to discuss internal controls and the
fullness/accuracy of the financial statements and such other matters that
the Committee or any of these groups believe should be discussed privately.
(j) Recommend to the Board the selection or replacement of the
independent accountants, considering independence and effectiveness, and
approve the fees to be paid to the independent accountants.
(k) Meet with the independent accountants and financial management of
the Company to review the scope of the proposed external audit for the
current year. The external audit scope shall include a requirement that the
independent accountants inform the Audit Committee of any significant
changes in the independent accountants original audit plan and that the
outside accountants conduct a SAS 71 Interim Financial Review prior to the
Company's filing of each quarterly report to shareholders (Form 10-Q).
(l) Discuss with the outside auditors the auditor's judgment about the
quality, not just the acceptability, of the Company's accounting
principles, including issues such as clarity of financial disclosures and
degrees of aggressiveness or conservation of the Company's accounting
principles and estimates and other significant decisions by management in
preparing the financial disclosure.
SECTION 2. Responsibility. In carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditor's work. While the Audit Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility of the
management and the independent auditor. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements, if any, between
management and the independent auditor or to assure compliance with laws and
regulations and the Company's Code of Conduct.
ARTICLE VI
REPORTS
SECTION 1. Reports. The Audit Committee shall prepare the following
reports.
(a) Prepare a report of the Audit Committee to be included in the
Company's proxy statements.
(b) Based on its review and discussions with management and the
auditors, recommend to the Board of Directors that the audited financial
statements be included in the Company's annual report on Form 10-K or Form
10-KSB (as applicable) for the last fiscal year for filing with the
Securities and Exchange Commission.
(c) Report Committee actions to the Board with such recommendations as
the Committee may deem appropriate.
ARTICLE VII
AMENDMENT
SECTION 1. Amendment. The Committee shall review and reassess the
adequacy of this Charter annually and recommend any proposed changes to the
Board for approval. This Charter may be amended, altered, changed or repealed
and a new Charter may be adopted at any annual or special meeting of the Board
of Directors of the Company.
A-3
29
APPENDIX B
ACCREDO HEALTH, INCORPORATED
AMENDED AND RESTATED 1999 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE
1.1. General. The purpose of the Accredo Health, Incorporated 1999
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Accredo Health, Incorporated (the "Corporation"), by linking the
personal interests of its employees, officers, consultants and directors to
those of Corporation stockholders and by providing such persons with an
incentive for outstanding performance. The Plan is further intended to provide
flexibility to the Corporation in its ability to motivate, attract, and retain
the services of employees, officers, consultants and directors upon whose
judgment, interest, and special effort the successful conduct of the
Corporation's operation is largely dependent. Accordingly, the Plan permits the
grant of incentive awards from time to time to selected employees, officers,
directors, and consultants; provided, however, to the extent necessary to
preserve the employee benefits plan exemption under applicable state blue sky
laws, no non-employee director or consultant of the Corporation will be eligible
to receive Awards under the Plan until such time, if any, as the Corporation's
common stock shall be traded on a national securities exchange or on the Nasdaq
National Market.
ARTICLE 2
EFFECTIVE DATE
2.1. Effective Date. The Plan shall be effective as of the date upon which
it shall be approved by the Board. However, the Plan shall be submitted to the
stockholders of the Corporation for approval within 12 months of the Board's
approval thereof. No Incentive Stock Options granted under the Plan may be
exercised prior to approval of the Plan by the stockholders and if the
stockholders fail to approve the Plan within 12 months of the Board's approval
thereof, any Incentive Stock Options previously granted hereunder shall be
automatically converted to Non-Qualified Stock Options without any further act.
In the discretion of the Committee, Awards may be made to Covered Employees
which are intended to constitute qualified performance-based compensation under
Code Section 162(m). Any such Awards shall be contingent upon the stockholders
having approved the Plan.
ARTICLE 3
DEFINITIONS
3.1. Definitions. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context. The following words and phrases shall have the following meanings:
(a) "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Unit Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock or
cash, granted to a Participant under the Plan.
(b) "Award Agreement" means any written agreement, contract, or other
instrument or document evidencing an Award.
(c) "Board" means the Board of Directors of the Corporation.
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(d) "Change in Control" means and includes each of the following:
(1) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of 25% or more of the combined voting power of the then
outstanding voting securities of the Corporation entitled to vote
generally in the election of directors (the "Outstanding Corporation
Voting Securities"); provided, however, that for purposes of this
subsection (1), the following acquisitions shall not constitute a Change
of Control: (i) any acquisition by a Person who is on the Effective Date
the beneficial owner of 25% or more of the Outstanding Corporation
Voting Securities, (ii) any acquisition directly from the Corporation,
(iii) any acquisition by the Corporation, (iv) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any corporation controlled by the Corporation, or (v) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (i), (ii) and (iii) of subsection (3) of this definition;
or
(2) Individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination
for election by the Corporation's stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(3) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction
owns the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior
to such Business Combination of the Outstanding Corporation Voting
Securities, and (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 25% or
more of the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, and (iii) at least a majority
of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(4) Approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the committee of the Board described in Article
4.
(g) "Corporation" means Accredo Health, Incorporated, a Delaware
corporation.
(h) "Covered Employee" means a covered employee as defined in Code
Section 162(m)(3), provided that no employee shall be a Covered Employee
until the deduction limitation of Code
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Section 162(m) are applicable to the Corporation and any reliance period
under Code Section 162(m) has expired, as described in Section 16.15
hereof.
(i) "Disability" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of
performing his customary and usual duties for the Corporation, or any
medically determinable illness or other physical or mental condition
resulting from a bodily injury, disease or mental disorder which, in the
judgment of the Committee, is permanent and continuous in nature. The
Committee may require such medical or other evidence as it deems necessary
to judge the nature and permanency of the Participant's condition.
Notwithstanding the above, with respect to an Incentive Stock Option,
Disability shall mean Permanent and Total Disability as defined in Section
22(e)(3) of the Code.
(j) "Dividend Equivalent" means a right granted to a Participant under
Article 11.
(k) "Effective Date" has the meaning assigned such term in Section
2.1.
(l) "Fair Market Value", on any date, means (i) if the Stock is listed
on a securities exchange or is traded over the Nasdaq National Market, the
closing sales price on such exchange or over such system on such date or,
in the absence of reported sales on such date, the closing sales price on
the immediately preceding date on which sales were reported, or (ii) if the
Stock is not listed on a securities exchange or traded over the Nasdaq
National Market, the mean between the bid and offered prices as quoted by
Nasdaq for such date, provided that if it is determined that the fair
market value is not properly reflected by such Nasdaq quotations, Fair
Market Value will be determined by such other method as the Committee
determines in good faith to be reasonable.
(m) "Incentive Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision
thereto.
(n) "Non-Qualified Stock Option" means an Option that is not an
Incentive Stock Option.
(o) "Option" means a right granted to a Participant under Article 7 of
the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.
(p) "Other Stock-Based Award" means a right, granted to a Participant
under Article 12, that relates to or is valued by reference to Stock or
other Awards relating to Stock.
(q) "Parent" means a corporation which owns or beneficially owns a
majority of the outstanding voting stock or voting power of the
Corporation. For Incentive Stock Options, the term shall have the same
meaning as set forth in Code Section 424(e).
(r) "Participant" means a person who, as an employee, officer,
consultant or director of the Corporation or any Subsidiary, has been
granted an Award under the Plan.
(s) "Performance Unit" means a right granted to a Participant under
Article 9, to receive cash, Stock, or other Awards, the payment of which is
contingent upon achieving certain performance goals established by the
Committee.
(t) "Plan" means the Accredo Health, Incorporated 1999 Long-Term
Incentive Plan, as amended from time to time.
(u) "Restricted Stock Award" means Stock granted to a Participant
under Article 10 that is subject to certain restrictions and to risk of
forfeiture.
(v) "Retirement" means a Participant's voluntary termination of
employment with the Corporation, Parent or Subsidiary after attaining age
55.
(w) "Stock" means the $.01 par value common stock of the Corporation
and such other securities of the Corporation as may be substituted for
Stock pursuant to Article 14.
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(x) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the difference
between the Fair Market Value of a share of Stock as of the date of
exercise of the SAR over the grant price of the SAR, all as determined
pursuant to Article 8.
(y) "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting
stock or voting power is beneficially owned directly or indirectly by the
Corporation. For Incentive Stock Options, the term shall have the meaning
set forth in Code Section 424(f).
(z) "1933 Act" means the Securities Act of 1933, as amended from time
to time.
(z) "1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time.
ARTICLE 4
ADMINISTRATION
4.1. Committee. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board. It
is intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for
relief from the limitation under Code Section 162(m) and such relief is sought
by the Corporation, Code Section 162(m), respectively, are applicable. However,
the mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.
4.2. Action by the Committee. For purposes of administering the Plan, the
following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Parent or Subsidiary, the Corporation's independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Corporation to assist in the administration of the Plan.
4.3. Authority of Committee. The Committee has the exclusive power,
authority and discretion to:
(a) Designate Participants;
(b) Determine the type or types of Awards to be granted to each
Participant;
(c) Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;
(d) Determine the terms and conditions of any Award granted under the
Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule
for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations or waivers thereof, based in each case on
such considerations as the Committee in its sole discretion determines;
(e) Accelerate the vesting or lapse of restrictions of any outstanding
Award, based in each case on such considerations as the Committee in its
sole discretion determines;
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(f) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in,
cash, Stock, other Awards, or other property, or an Award may be canceled,
forfeited, or surrendered;
(g) Prescribe the form of each Award Agreement, which need not be
identical for each Participant;
(h) Decide all other matters that must be determined in connection
with an Award;
(i) Establish, adopt or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;
(j) Make all other decisions and determinations that may be required
under the Plan or as the Committee deems necessary or advisable to
administer the Plan; and
(k) Amend the Plan or any Award Agreement as provided herein.
4.4. Decisions Binding. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.
ARTICLE 5
SHARES SUBJECT TO THE PLAN
5.1. Number of Shares. Subject to adjustment as provided in Section 14.1,
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be 1,975,000, of which not more than 10% may be granted as Awards
of Restricted Stock or unrestricted Stock Awards.
5.2. Lapsed Awards. To the extent that an Award is canceled, terminates,
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan.
5.3. Stock Distributed. Any Stock distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.
5.4. Limitation on Awards. Notwithstanding any provision in the Plan to
the contrary (but subject to adjustment as provided in Section 14.1), the
maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be 500,000. The maximum fair market value (measured as of the
date of grant) of any Awards other than Options and SARs that may be received by
any one Participant (less any consideration paid by the Participant for such
Award) during any one calendar year under the Plan shall be $2,000,000.
ARTICLE 6
ELIGIBILITY
6.1. General. Awards may be granted only to individuals who are employees,
officers, consultants or directors of the Corporation or a Parent or Subsidiary;
provided, however, that to the extent necessary to preserve the employee
benefits plan exemption under applicable state blue sky laws, no non-employee
director or consultant of the Corporation will be eligible to receive Awards
under the Plan until such time, if any, as the Corporation's common stock shall
be traded on a national securities exchange or on the Nasdaq National Market.
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ARTICLE 7
STOCK OPTIONS
7.1. General. The Committee is authorized to grant Options to Participants
on the following terms and conditions:
(a) Exercise Price. The exercise price per share of Stock under an
Option shall be determined by the Committee, provided that the exercise
price for any Option shall not be less than the Fair Market Value as of the
date of the grant.
(b) Time and Conditions of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part.
The Committee also shall determine the performance or other conditions, if
any, that must be satisfied before all or part of an Option may be
exercised. The Committee may waive any exercise provisions at any time in
whole or in part based upon factors as the Committee may determine in its
sole discretion so that the Option becomes exercisable at an earlier date.
(c) Payment. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including,
without limitation, cash, shares of Stock, or other property (including
"cashless exercise" arrangements), and the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants; provided that
if shares of Stock surrendered in payment of the exercise price were
themselves acquired otherwise than on the open market, such shares shall
have been held by the Participant for at least six months.
(d) Evidence of Grant. All Options shall be evidenced by a written
Award Agreement between the Corporation and the Participant. The Award
Agreement shall include such provisions, not inconsistent with the Plan, as
may be specified by the Committee.
(e) Additional Options Upon Exercise. The Committee may, in its sole
discretion, provide in an Award Agreement, or in an amendment thereto, for
the automatic grant of a new Option to any Participant who delivers shares
of Stock as full or partial payment of the exercise price of the original
Option. Any new Option granted in such a case (i) shall be for the same
number of shares of Stock as the Participant delivered in exercising the
original Option, (ii) shall have an exercise price of 100% of the Fair
Market Value of the surrendered shares of Stock on the date of exercise of
the original Option (the grant date for the new Option), and (iii) shall
have a term equal to the unexpired term of the original Option.
7.2. Incentive Stock Options. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:
(a) Exercise Price. The exercise price per share of Stock shall be
set by the Committee, provided that the exercise price for any Incentive
Stock Option shall not be less than the Fair Market Value as of the date of
the grant.
(b) Exercise. In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.
(c) Lapse of Option. An Incentive Stock Option shall lapse under the
earliest of the following circumstances; provided, however, that the
Committee may, prior to the lapse of the Incentive Stock Option under the
circumstances described in paragraphs (3), (4) and (5) below, provide in
writing that the Option will extend until a later date, but if the Option
is exercised after the dates specified in paragraphs (3), (4) and (5)
below, it will automatically become a Non-Qualified Stock Option:
(1) The Incentive Stock Option shall lapse as of the option
expiration date set forth in the Award Agreement.
(2) The Incentive Stock Option shall lapse ten years after it is
granted, unless an earlier time is set in the Award Agreement.
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(3) If the Participant terminates employment for any reason other
than as provided in paragraph (4) or (5) below, the Incentive Stock
Option shall lapse, unless it is previously exercised, three months
after the Participant's termination of employment; provided, however,
that if the Participant's employment is terminated by the Corporation
for cause or by the Participant without the consent of the Corporation,
the Incentive Stock Option shall (to the extent not previously
exercised) lapse immediately.
(4) If the Participant terminates employment by reason of his
Disability, the Incentive Stock Option shall lapse, unless it is
previously exercised, one year after the Participant's termination of
employment.
(5) If the Participant dies while employed, or during the
three-month period described in paragraph (3) or during the one-year
period described in paragraph (4) and before the Option otherwise
lapses, the Option shall lapse one year after the Participant's death.
Upon the Participant's death, any exercisable Incentive Stock Options
may be exercised by the Participant's estate.
Unless the exercisability of the Incentive Stock Option is accelerated
as provided in Article 13, if a Participant exercises an Option after
termination of employment, the Option may be exercised only with respect to
the shares that were otherwise vested on the Participant's termination of
employment.
(d) Individual Dollar Limitation. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00.
(e) Ten Percent Owners. No Incentive Stock Option shall be granted to
any individual who, at the date of grant, owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of
the Corporation or any Parent or Subsidiary unless the exercise price per
share of such Option is at least 110% of the Fair Market Value per share of
Stock at the date of grant and the Option expires no later than five years
after the date of grant.
(f) Expiration of Incentive Stock Options. No Award of an Incentive
Stock Option may be made pursuant to the Plan after the day immediately
prior to the tenth anniversary of the Effective Date.
(g) Right to Exercise. During a Participant's lifetime, an Incentive
Stock Option may be exercised only by the Participant or, in the case of
the Participant's Disability, by the Participant's guardian or legal
representative.
(h) Directors. The Committee may not grant an Incentive Stock Option
to a non-employee director. The Committee may grant an Incentive Stock
Option to a director who is also an employee of the Corporation or Parent
or Subsidiary but only in that individual's position as an employee and not
as a director.
ARTICLE 8
STOCK APPRECIATION RIGHTS
8.1. Grant of SARS. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:
(a) Right to Payment. Upon the exercise of a Stock Appreciation
Right, the Participant to whom it is granted has the right to receive the
excess, if any, of:
(1) The Fair Market Value of one share of Stock on the date of
exercise; over
(2) The grant price of the Stock Appreciation Right as determined
by the Committee, which shall not be less than the Fair Market Value of
one share of Stock on the date of grant.
(b) Other Terms. All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement. The terms, methods of exercise, methods of
settlement, form of consideration payable in
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settlement, and any other terms and conditions of any Stock Appreciation
Right shall be determined by the Committee at the time of the grant of the
Award and shall be reflected in the Award Agreement.
ARTICLE 9
PERFORMANCE UNITS
9.1. Grant of Performance Units. The Committee is authorized to grant
Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.
9.2. Right to Payment. A grant of Performance Units gives the Participant
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Units are granted, in whole or in
part, as the Committee shall establish at grant or thereafter. The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Units in its discretion which, depending on the extent to which they
are met, will determine the number and value of Performance Units that will be
paid to the Participant.
9.3. Other Terms. Performance Units may be payable in cash, Stock, or
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.
ARTICLE 10
RESTRICTED STOCK AWARDS
10.1. Grant of Restricted Stock. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.
10.2. Issuance and Restrictions. Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.
10.3. Forfeiture. Except as otherwise determined by the Committee at the
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.
10.4. Certificates for Restricted Stock. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock.
ARTICLE 11
DIVIDEND EQUIVALENTS
11.1. Grant of Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents
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shall entitle the Participant to receive payments equal to dividends with
respect to all or a portion of the number of shares of Stock subject to an
Award, as determined by the Committee. The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional shares of Stock, or otherwise reinvested.
ARTICLE 12
OTHER STOCK-BASED AWARDS
12.1. Grant of Other Stock-Based Awards. The Committee is authorized,
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine
the terms and conditions of such Awards.
ARTICLE 13
PROVISIONS APPLICABLE TO AWARDS
13.1. Stand-Alone, Tandem, and Substitute Awards. Awards granted under the
Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan. If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award. Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.
13.2. Exchange Provisions. The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 14.1), based on the terms and conditions the Committee
determines and communicates to the Participant at the time the offer is made and
after taking into account the tax, securities and accounting effects of such an
exchange.
13.3. Term of Award. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).
13.4. Form of Payment for Awards. Subject to the terms of the Plan and any
applicable law or Award Agreement, payments or transfers to be made by the
Corporation or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.
13.5. Limits on Transfer. No right or interest of a Participant in any
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Corporation or a Parent or Subsidiary,
or shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Corporation or a Parent or Subsidiary. No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; 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,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
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desirable, taking into account any factors deemed relevant, including without
limitation, any state or federal tax or securities laws or regulations
applicable to transferable Awards.
13.6. Stock Certificates. All Stock certificates delivered under the Plan
are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock.
13.7. Acceleration Upon Death, Retirement or Disability. Notwithstanding
any other provision in the Plan or any Participant's Award Agreement to the
contrary, upon the Participant's death, Retirement or Disability during his
employment or service as a consultant or director, all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised shall become fully exercisable and all restrictions on outstanding
Awards shall lapse. Any Option or Stock Appreciation Rights Awards shall
thereafter continue or lapse in accordance with the other provisions of the Plan
and the Award Agreement. To the extent that this provision causes Incentive
Stock Options to exceed the dollar limitation set forth in Section 7.2(d), the
excess Options shall be deemed to be Non-Qualified Stock Options.
13.8. Acceleration Upon a Change In Control. Except as otherwise provided
in the Award Agreement, upon the occurrence of a Change in Control, all
outstanding Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully exercisable and all
restrictions on outstanding Awards shall lapse; provided, however that such
acceleration will not occur if, in the opinion of the Corporation's accountants,
such acceleration would preclude the use of "pooling of interest" accounting
treatment for a Change in Control transaction that (a) would otherwise qualify
for such accounting treatment, and (b) is contingent upon qualifying for such
accounting treatment. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.
13.9. Acceleration Upon Certain Events not Constituting a Change in
Control. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Corporation of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of the 1934
Act, the Committee may in its sole discretion declare all outstanding Options,
Stock Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.
13.10. Acceleration for Any Other Reason. Regardless of whether an event
has occurred as described in Section 13.8 or 13.9 above, the Committee may in
its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.10.
13.11. Effect of Acceleration. If an Award is accelerated under Section
13.8 or 13.9, the Committee may, in its sole discretion, provide (i) that the
Award will expire after a designated period of time after such acceleration to
the extent not then exercised, (ii) that the Award will be settled in cash
rather than Stock, (iii) that the Award will be assumed by another party to the
transaction giving rise to the acceleration or otherwise be equitably converted
in connection with such transaction, or (iv) any combination of the foregoing.
The Committee's determination need not be uniform and may be different for
different Participants whether or not such Participants are similarly situated.
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13.12. Performance Goals. The Committee may (but need not) determine that
any Award granted pursuant to this Plan to a Participant (including, but not
limited to, Participants who are Covered Employees) shall be determined solely
on the basis of (a) the achievement by the Corporation or a Parent or Subsidiary
of a specified target return, or target growth in return, on equity or assets,
(b) the Company's total shareholder return (stock price appreciation plus
reinvested dividends) relative to a defined comparison group or target over a
specific performance period, (c) the Corporation's, Parent's or Subsidiary's
stock price, (d) the achievement by an individual or a business unit of the
Corporation, Parent or Subsidiary of a specified target, or target growth in,
revenues, net income or earnings per share, (e) the achievement of objectively
determinable goals with respect to service or product delivery, service or
product quality, customer satisfaction, meeting budgets and/or retention of
employees or (f) any combination of the goals set forth in (a) through (e)
above. If an Award is made on such basis, the Committee shall establish goals
prior to the beginning of the period for which such performance goal relates (or
such later date as may be permitted under Code Section 162(m) or the regulations
thereunder) and the Committee may for any reason reduce (but not increase) any
Award, notwithstanding the achievement of a specified goal. Any payment of an
Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.
13.13. Termination of Employment. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Corporation to one of its Parents or Subsidiaries, transfers from a
Parent or Subsidiary to the Corporation, or transfers from one Parent or
Subsidiary to another Parent or Subsidiary.
ARTICLE 14
CHANGES IN CAPITAL STRUCTURE
14.1. General. In the event a stock dividend is declared upon the Stock,
the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Corporation or
of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
increased proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 15.2, there shall be made such other equitable adjustment as the
Committee shall approve.
ARTICLE 15
AMENDMENT, MODIFICATION AND TERMINATION
15.1. Amendment, Modification and Termination. The Board or the Committee
may, at any time and from time to time, amend, modify or terminate the Plan
without stockholder approval; provided, however, that the Board or Committee may
condition any amendment or modification on the approval of stockholders of the
Corporation if such approval is necessary or deemed advisable with respect to
tax, securities or other applicable laws, policies or regulations.
15.2. Awards Previously Granted. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that, subject to the terms of the
applicable Award Agreement, such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination. No
B-11
40
termination, amendment, or modification of the Plan shall adversely affect any
Award previously granted under the Plan, without the written consent of the
Participant.
ARTICLE 16
GENERAL PROVISIONS
16.1. No Rights to Awards. No Participant or any eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants or eligible
participants uniformly.
16.2. No Stockholder Rights. No Award gives the Participant any of the
rights of a stockholder of the Corporation unless and until shares of Stock are
in fact issued to such person in connection with such Award.
16.3. Withholding. The Corporation or any Parent or Subsidiary shall have
the authority and the right to deduct or withhold, or require a Participant to
remit to the Corporation, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount required to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.
16.4. No Right to Continued Service. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Corporation
or any Parent or Subsidiary to terminate any Participant's employment or status
as an officer, director or consultant at any time, nor confer upon any
Participant any right to continue as an employee, officer, director or
consultant of the Corporation or any Parent or Subsidiary.
l6.5. Unfunded Status of Awards. The Plan is intended to be an "unfunded"
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Corporation or any Parent or Subsidiary.
16.6. Indemnification. To the extent allowable under applicable law, each
member of the Committee shall be indemnified and held harmless by the
Corporation from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Corporation an opportunity, at its own expense, to handle
and defend the same before he undertakes to handle and defend it on his own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Corporation's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.
16.7. Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Parent or Subsidiary unless provided otherwise in such other
plan.
16.8. Expenses. The expenses of administering the Plan shall be borne by
the Corporation and its Parents or Subsidiaries.
16.9. Titles and Headings. The titles and headings of the Sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.
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41
16.10. Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
16.11. Fractional Shares. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.
16.12. Government and Other Regulations. The obligation of the Corporation
to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Corporation shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the
Corporation may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.
16.13. Governing Law. To the extent not governed by federal law, the Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Tennessee.
16.14. Additional Provisions. Each Award Agreement may contain such other
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.
16.15. Code Section 162(m). The deduction limits of Code Section 162(m)
and the regulation thereunder do not apply to the Corporation until such time,
if any, as any class of the Corporation's common equity securities is registered
under Section 12 of the 1934 Act or the Corporation otherwise meets the
definition of a "publicly held corporation" under Treasury Regulation
1.162-27(c) or any successor provision. Upon becoming a publicly held
corporation, the deduction limits of Code Section 162(m) and the regulations
thereunder shall not apply to compensation payable under this Plan until the
expiration of the reliance period described in Treasury Regulation 1.162-27(f)
or any successor regulation.
The foregoing is hereby acknowledged as being the Accredo Health,
Incorporated 1999 Long-Term Incentive Plan as adopted by the Board of Directors
of the Corporation on April 9, 1999 and approved by the stockholders of the
Corporation on April 12, 1999, and as amended and restated by vote of the
stockholders at the annual meeting held on November 16, 2001.
Accredo Health, Incorporated
By: /s/ THOMAS W. BELL, JR.
------------------------------------
Its: Senior Vice President and
Secretary
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- FOLD AND DETACH HERE -
--------------------------------------------------------------------------------
ACCREDO HEALTH, INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Thomas W. Bell, Jr. and Joel R. Kimbrough as
Proxies, each with power to appoint his substitute, and hereby authorizes either
one or both of them to represent and to vote, as designated below, all the
shares of Common Stock of Accredo Health, Incorporated held of record by the
undersigned on September 18, 2001, at the Annual Meeting of Stockholders to be
held on November 16, 2001, and at any adjournment.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES FOR DIRECTOR LISTED AND FOR PROPOSAL 2 THROUGH 3 ON THE
REVERSE SIDE.
43
- FOLD AND DETACH HERE -
--------------------------------------------------------------------------------
[X] PLEASE MARK YOUR
VOTES AS IN THIS EXAMPLE
<Table>
FOR WITHHOLD AUTHORITY The Board of Directors recommends a vote "FOR"
all nominees listed to vote for all nominees all of the following proposals:
to the right listed to the right
1. ELECTION OF [ ] [ ] NOMINEES: Patrick J. Welsh, 2. SELECTION OF AUDITORS. On the
DIRECTORS. On John R. (Randy) Grow proposal to ratify the
the proposal to and Kenneth R. Masterson selection of Ernst & Young
elect the following LLP as the Company's indepen-
slate of Class III Directors to serve until the 2004 dent auditors for the fiscal
annual meeting of stockholders and until their year ending June 30, 2002:
successors are elected and qualified:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
-------------------------------
3. APPROVAL OF AN AMENDMENT TO
THE ACCREDO HEALTH, INCORPORATED
1999 LONG-TERM INCENTIVE PLAN THAT
WOULD INCREASE THE NUMBER OF
SHARES AVAILABLE FOR ISSUANCE
FROM 1,125,000 TO 1,975,000. To
approve the proposed amendment to
the Company's 1999 Long-Term
Incentive Plan to increase the
number of shares available for
issuance from 1,125,000 to
1,975,000:
[ ] [ ] [ ]
4. OTHER BUSINESS
In their discretion, the Proxies
are authorized to vote upon such
other business as many properly
come before the meeting.
SIGNATURE ________________________________ SIGNATURE IF HELD JOINTLY ____________________ DATED: ___________________________, 2001
Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name
by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
</Table>