Exhibit 10.8
AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT
pursuant to the
LABONE, INC.
2001 LONG-TERM INCENTIVE PLAN
STOCK INCENTIVE PROGRAM
This AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT ("Amendment") is dated as of
_____________ and entered into by and between LabOne, Inc. ("LabOne"), a
Missouri corporation, and _____________________ ("Optionee").
WITNESSETH that:
WHEREAS, LabOne and the Optionee are parties to one or more Stock Option
Agreements relating to stock options (individually the "Stock Option Agreement"
or collectively the "Stock Option Agreements") granted under the Stock Incentive
Program of the LabOne, Inc. 2001 Long-Term Incentive Plan (the "Plan"); and
WHEREAS, LabOne and the Optionee desire to amend the Stock Option
Agreements to (a) provide that such stock options shall become fully exercisable
upon consummation of a merger or consolidation of LabOne with another
corporation rather than upon shareholder approval of such a transaction and (b)
provide that acceleration of vesting, exercise (if such stock options are
exercised) and termination of such stock options in connection with a Corporate
Transaction (as hereinafter defined) will be subject to the condition that the
Corporate Transaction is consummated; and
WHEREAS, it is in the best interests of LabOne and the Optionee to include
such provisions in order for LabOne to be able to engage in one or more
Corporate Transactions;
NOW, THEREFORE, in consideration of the terms and provisions of this
Amendment and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
as follows:
Section 1. Section 3(b)(iii) of each outstanding Stock Option Agreement is
hereby amended to read as follows:
(iii) LabOne merges or consolidates with another corporation or
other entity, unless such merger of consolidation (A) is approved
by a majority of the Continuing Directors of
LabOne, and (B) is specifically designated by a majority of the
Continuing Directors not to constitute a change of control for
purposes of the Plan; or
Section 2. Section 8 of each outstanding Stock Option Agreement is
hereby amended to read as follows:
In the event that the Board of Directors of LabOne approves
(a) the merger or consolidation of LabOne with or into
another corporation or other entity in which the
shareholders of LabOne immediately prior to such transaction
will beneficially own no voting securities or voting
securities possessing less than 50% of the combined voting
power of the then outstanding securities of the surviving
entity in such transaction (or its parent), excluding for
purposes of such calculation any such shareholder of LabOne
who beneficially owns prior to the transaction more than ten
percent (10%) of the other entity involved in the
transaction (or its parent), (b) a sale of all or
substantially all of the assets of LabOne in which
outstanding securities of LabOne are exchanged for
securities, cash or other property of any corporation or
other entity or (c) a liquidation or dissolution of LabOne
(collectively, a "Corporate Transaction"); the Board of
Directors of LabOne may in its sole discretion prior to
consummation of such transaction take any one or more of the
following actions with respect to the Option: (i) provide
that the Option shall be assumed or an equivalent stock
option shall be substituted by the acquiring or succeeding
corporation or entity (or an affiliate thereof) or (ii) upon
thirty (30) days' prior written notice to the Optionee,
provide that the Option shall be exercisable in full and
shall terminate at the end of such thirty (30) day period to
the extent not exercised by such time, at the end of which
period the Option shall terminate; provided, however, that
unless determined otherwise by the Board, the acceleration
of vesting, exercise (if such Option is exercised) and
termination of such Option under clause (ii) shall be
subject to the condition that the respective Corporate
Transaction shall be consummated and such acceleration of
vesting, exercise (if such Option is exercised) and
subsequent termination of such Option shall be effective
immediately prior to the effectiveness of the respective
Corporate Transaction.
Section 3. A new Section 8A is added to each Stock Option Agreement and
reads as follows:
In the event that this Option is exercised pursuant to
clause (ii) of Section 8 in connection with a Corporate
Transaction in which shares of common stock of LabOne are
converted into the right to receive cash, unless the
Optionee elects in writing at the time the Option is
exercised pursuant to clause (ii) of Section 8 to receive
the Shares issuable upon exercise, (a) the Optionee will be
entitled to receive upon effectiveness of such exercise, in
lieu of Shares issuable in
connection with such exercise of the Option, an amount in
cash equal to the number of Shares subject to the Option
immediately prior to such exercise multiplied by the amount
by which the cash consideration per Share payable in such
Corporate Transaction exceeds the exercise price per Share,
subject to all applicable federal, state and local tax
withholding requirements, and (b) the Optionee shall not be
required to pay the exercise price in connection with such
exercise.
Section 4. The remaining provisions of each Stock Option Agreement shall
apply to this Amendment and to such Stock Option Agreement as amended by this
Amendment.
IN WITNESS WHEREOF, LabOne, Inc. has caused this Amendment to be executed
in its corporate name, and the Optionee has executed the same in evidence of the
Optionee's acceptance hereof, upon the terms and conditions herein set forth, as
of the day and year first above written.
LABONE, INC.
By:
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Name:
Title:
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Optionee