Exhibit 10.1
AMENDMENT NO. 1 TO
STOCK OPTION AGREEMENT
pursuant to the
LABONE, INC.
LONG-TERM INCENTIVE PLAN
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 (individually the "Stock Option Agreement" or collectively the "Stock
Option Agreements") relating to stock options granted under the LabOne, Inc.
Long-Term Incentive Plan (the "Plan"); and
WHEREAS, LabOne and the Optionee desire to amend the Stock Option
Agreements to authorize LabOne to take certain actions with respect to the stock
options in connection with certain corporate transactions; and
WHEREAS, it is in the best interests of LabOne and the Optionee to provide
such authorization to LabOne 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. Each Stock Option Agreement under the Plan is hereby amended to
add a new Section 19 to such Stock Option Agreement to read as follows:
19. 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),
(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, or
(iii) provide that the Option shall terminate as of a
specified time and that the Optionee shall receive, in lieu
of any Shares the Optionee would be entitled to receive
upon exercise of the Option, the amount of consideration
equal to the number of Shares subject to the Option
immediately prior to termination multiplied by the amount
by which the value of the consideration paid per Share in
the Corporate Transaction exceeds the exercise price per
Share in the Option, as determined by the Committee in its
sole discretion, subject to all applicable tax withholding
requirements;
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.
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Section 2.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
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