Exhibit 10.4
Amendments to
2001 Long-Term Incentive Plan
-----------------------------
1. Effective August 5, 2005, the LabOne, Inc. 2001 Long-Term Incentive
Plan was amended as follows:
a. Section 2.5.9 of the 2001 Long-Term Incentive Plan was amended to read
as follows:
In the event that the Board 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 may in
its sole discretion prior to consummation of such
transaction take any one or more of the following actions
with respect to outstanding stock options granted under this
Program: (i) provide that such stock options shall be
assumed or equivalent stock options 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 stock
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 stock
option shall terminate; provided, however, that unless
determined otherwise by the Board, the acceleration of
vesting, exercise (if such stock option is exercised) and
termination of such stock 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 stock option is exercised) and
subsequent termination of such stock option shall be
effective immediately prior to the effectiveness of the
respective Corporate Transaction.
b. Section 3.5.7 of the 2001 Long-Term Incentive Plan was amended to read
as follows:
Effect of Certain Transactions on Formula Options. In the
event that the Board 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 may in its sole discretion prior to
consummation of such transaction take any one or more of the
following actions with respect to outstanding Formula
Options: (i) provide that such Formula 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 an Eligible Director, provide that the
Formula 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 Formula Option shall terminate; provided,
however, that unless determined otherwise by the Board, the
acceleration of vesting, exercise (if such Formula Option is
exercised) and termination of such Formula 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 Formula
Option is exercised) and subsequent termination of such
Formula Option shall be effective immediately prior to the
effectiveness of the respective Corporate Transaction.