Exhibit 10.5
Amendments to
Outstanding Stock Option Agreements
under the 2001 Long-Term Incentive Plan
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1. Effective August 5, 2005, Section 2.5.9 of each outstanding Stock
Option Agreement under the Bonus Replacement Stock Option Program of the LabOne,
Inc. 2001 Long-Term Incentive Plan was amended to read in its entirety 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.
2. Effective August 5, 2005, a new Section 2.5.9A was added to each
outstanding Stock Option Agreement under the Bonus Replacement Stock Option
Program of the LabOne, Inc. 2001 Long-Term Incentive Plan, to read in its
entirety as follows:
In the event that this stock option is exercised pursuant to
clause (ii) of Section 2.5.9 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 stock
option is exercised pursuant to clause (ii) of Section 2.5.9
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 stock option, an amount in cash equal
to the number of Shares subject to the stock 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.
3. Effective August 5, 2005, Section 8 of each outstanding Stock Option
Agreement pursuant to the Stock Program for Outside Directors and each
outstanding Stock Option Agreement pursuant to the Stock Incentive Program under
the LabOne, Inc. 2001 Long-Term Incentive Plan was amended to read in its
entirety 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.
4. Effective August 5, 2005, a new Section 8A was added to each
outstanding Stock Option Agreement pursuant to the Stock Program for Outside
Directors and each outstanding Stock Option Agreement pursuant to the Stock
Incentive Program under the LabOne, Inc. 2001 Long-Term Incentive Plan, to read
in its entirety 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.
5. Effective August 5, 2005, Section 3(b)(iii) of each outstanding Stock
Option Agreement pursuant to the Stock Incentive Program under the LabOne, Inc.
2001 Long-Term Incentive Plan was amended to read in its entirety 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