EXHIBIT 10.5
INCENTIVE STOCK OPTION AGREEMENT
under the
ACCREDO HEALTH, INCORPORATED
1999 LONG-TERM INCENTIVE PLAN
Optionee: _________________________________________________
Number Shares Subject to Option: __________________________
Exercise Price per Share: _________________________________
Date of Grant: ____________________________________________
1. Grant of Option. Accredo Health, Incorporated (the "Company") hereby
grants to the Optionee named above (the "Optionee"), under the Accredo Health,
Incorporated 1999 Long-Term Incentive Plan (the "Plan"), an Incentive Stock
Option to purchase, on the terms and conditions set forth in this agreement
(this "Option Agreement"), the number of shares indicated above of the Company's
$0.01 par value common stock (the "Stock"), at the exercise price per share set
forth above (the "Option"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned such terms in the Plan.
2. Vesting of Option. Unless the exercisability of the Option is
accelerated in accordance with Article 13 of the Plan, the Option shall vest
(become exercisable) in accordance with the following schedule:
Cumulative No. of
No. of Option Shares Vested on Option Shares Vested on
Vesting Date Vesting Date Vesting Date
- ----------------------------- ------------------------------ -----------------------
1st anniversary of grant date 25% 25%
2nd anniversary of grant date 25% 50%
3rd anniversary of grant date 25% 75%
4th anniversary of grant date 25% 100%
3. Period of Option and Limitations on Right to Exercise. The Option
will, to the extent not previously exercised, lapse under the earliest of the
following circumstances; provided, however, that the Committee may, prior to the
lapse of the Option under the circumstances described in paragraphs (b), (c) and
(d) 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 (b), (c) and (d) below, it will automatically
become a Non-Qualified Stock Option:
(a) The Option shall lapse as of 5:00 p.m., Eastern Time, on the tenth
anniversary of the date of grant (the "Expiration Date").
(b) The Option shall lapse three months after the Optionee's termination
of employment for any reason other than the Optionee's death or Disability;
provided, however, that if the Optionee's employment is terminated by the
Company for cause (as defined below) or by the Optionee without the consent of
the Company, the Option shall lapse immediately.
(c) If the Optionee's employment terminates by reason of Retirement, the
Option shall lapse one year after the date of the Optionee's termination of
employment; provided, however that to the extent that the Option is not
exercised within three months after the Optionee's Retirement, the unexercised
portion of the Option will automatically become a Non-Qualified Stock Option.
(d) If the Optionee's employment terminates by reason of Disability, the
Option shall lapse one year after the date of the Optionee's termination of
employment.
(e) If the Optionee dies while employed, or during the three-month
period described in subsection (b) above or during the one-year period described
in subsection (c) or (d) above and before the Option otherwise lapses, the
Option shall lapse one year after the date of the Optionee's death. Upon the
Optionee's death, the Option may be exercised by the Optionee's beneficiary.
If the Optionee or his beneficiary exercises an Option after termination
of employment, the Option may be exercised only with respect to the shares that
were otherwise vested on the Optionee's termination of employment (including
vesting by acceleration in accordance with Article 13 of the Plan).
The term "cause" as used herein shall mean (i) gross neglect of duty, (ii)
prolonged absence from duty without the consent of the Company, (iii) the
acceptance by Optionee of a position with another employer without consent, (iv)
intentionally engaging in any activity which is in conflict with or adverse to
the business or other interests of the Company, (v) willful misconduct on the
part of Optionee, (vi) misfeasance or malfeasance of duty causing a violation of
any law which is reasonably determined to be detrimental to the Company or (vii)
breach of a fiduciary duty owed to the Company.
4. Exercise of Option. The Option shall be exercised by written notice
on such forms as the Committee may approve, such as the forms provided by the
Company's stock plan administrator. Unless the exercise is a broker-assisted
"cashless exercise" as described below, such written notice shall be accompanied
by full payment in cash, shares of Stock previously acquired by the Optionee, or
any combination thereof, for the
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number of shares specified in such written notice; provided, however, that if
shares of Stock are used to pay the exercise price, such shares must have been
held by the Optionee for at least six months. The Fair Market Value of the
surrendered Stock as of the last trading day immediately prior to the exercise
date shall be used in valuing Stock used in payment of the exercise price. To
the extent permitted under Regulation T of the Federal Reserve Board, and
subject to applicable securities laws, the Option may be exercised through a
broker in a so-called "cashless exercise" whereby the broker sells the Option
shares and delivers cash sales proceeds to the Company in payment of the
exercise price. In such case, the date of exercise shall be deemed to be the
date on which notice of exercise is received by the Company and the exercise
price shall be delivered to the Company on the settlement date.
Subject to the terms of this Option Agreement, the Option may be exercised
at any time and without regard to any other option held by the Optionee to
purchase stock of the Company.
5. Limitation of Rights. The Option does not confer to the Optionee or
the Optionee's personal representative any rights of a shareholder of the
Company unless and until shares of Stock are in fact issued to such person in
connection with the exercise of the Option. Nothing in this Option Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate the Optionee's employment at any time, nor confer upon
the Optionee any right to continue in the employ of the Company or any
Subsidiary.
6. Stock Reserve. The Company shall at all times during the term of
this Option Agreement reserve and keep available such number of shares of Stock
as will be sufficient to satisfy the requirements of this Option Agreement.
7. Restrictions on Transfer and Pledge. The Option may not be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company
or a Parent or Subsidiary, or be subject to any lien, obligation, or liability
of the Optionee to any other party other than the Company or a Parent or
Subsidiary. The Option is not assignable or transferable by the Optionee other
than by will or the laws of descent and distribution. The Option may be
exercised during the lifetime of the Optionee only by the Optionee.
8. Restrictions on Issuance of Shares. If at any time the Board shall
determine in its discretion, that listing, registration or qualification of the
shares of Stock covered by the Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition to the exercise of the Option,
the Option may not be exercised in whole or in part unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board.
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9. Plan Controls. The terms contained in the Plan are incorporated into
and made a part of this Option Agreement and this Option Agreement shall be
governed by and construed in accordance with the Plan. In the event of any
actual or alleged conflict between the provisions of the Plan and the provisions
of this Option Agreement, the provisions of the Plan shall be controlling and
determinative.
10. Successors. This Option Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Option Agreement
and the Plan.
11. Severability. If any one or more of the provisions contained in this
Option Agreement are invalid, illegal or unenforceable, the other provisions of
this Option Agreement will be construed and enforced as if the invalid, illegal
or unenforceable provision had never been included.
12. Notice. Notices and communications under this Option Agreement must
be in writing and either personally delivered or sent by registered or certified
United States mail, return receipt requested, postage prepaid. Notices to the
Company must be addressed to:
Accredo Health, Incorporated
1640 Century Center Pkwy, Suite 101
Memphis, TN 38134
Attn: Secretary
or any other address designated by the Company in a written notice to the
Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Company, or at any other address given
by the Optionee in a written notice to the Company.
13. Interpretation. It is the intent of the parties hereto that the
Option qualify for incentive stock option treatment pursuant to, and to the
extent permitted by, Section 422 of the Code. All provisions hereof are intended
to have, and shall be construed to have, such meanings as are set forth in
applicable provisions of the Code and Treasury Regulations to allow the Option
to so qualify.
14. Binding Effect. The grant of the Options referenced herein is
subject to Optionee being bound by all of the terms set out in this Agreement.
The acceptance of the Options and the exercise of any right hereunder, including
but not being limited to the giving of written notice to exercise any Option,
shall constitute conclusive evidence of acceptance by the Optionee of all of the
terms and conditions set out herein, and Optionee by such actions shall be bound
by, and shall be deemed to have agreed to these terms and conditions, the same
as if Optionee had affixed his or her signature to this Incentive Stock Option
Agreement.
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IN WITNESS WHEREOF, Accredo Health, Incorporated, acting by and through
its duly authorized officer, has caused this Option Agreement to be executed as
of ______________________.
(Date)
ACCREDO HEALTH, INCORPORATED
By:___________________________
Name: Thomas W. Bell, Jr.
Title: Sr. Vice President and
General Counsel
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