Exhibit 10(yy)
STOCK OPTION AGREEMENT
Date: Option Number: 01-2417
May 30, 2003 Number of Shares Purchasable
100,000
To Purchase Shares of
Class A Common Stock
-of-
K-V PHARMACEUTICAL COMPANY
Issued Pursuant to the
2001 Incentive Stock Option Plan (the "Plan")
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THIS CERTIFIES THAT Marc S. Hermelin is hereby granted the option to
purchase, at the option price of $28.600 per share, all or any part of that
number of fully paid and non-assessable shares of the Class A Common Stock,
par value $0.01 per share ("Class A Common Stock"), of K-V Pharmaceutical
Company, a Delaware corporation (hereinafter called the "Company") above set
forth, upon and subject to the following terms and conditions:
This Option and all rights to purchase shares hereunder shall
expire four (4) years from the date hereof (hereinafter called the
"expiration date.")
This Option and all rights hereunder shall be assignable and
transferable
As of May 30, 2003, and prior to its expiration or earlier
termination, this Option shall be exercisable from time to time as to all or
any of the shares then purchasable hereunder as follows: During the
four-year period commencing May 30, 2003 and ending May 29, 2007 it may be
exercised as to all or any shares at anytime during which this Option shall
be exercisable as to the shares subject hereto.
This Option may be exercised from time to time only by delivery to
the Company at its main office (attention of the Secretary) of a duly signed
notice in writing stating the number of shares with respect to which this
Option is being exercised and the time and date of delivery thereof, which
time and date of delivery shall be during the normal business hours of the
Company on a regular business day not less than fifteen (15) days after the
giving of such notice unless an earlier date has been mutually agreed upon;
provided, however, that not less than ten (10) shares may be purchased at
any one time unless the number purchased is the total number then
purchasable hereunder; and provided further that this Option may not be
exercised at any time when this Option or the granting or exercise hereof
violates any law or governmental order or
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regulation. At the time of delivery specified in such notice, the Company
shall, without transfer or issue tax to the Holder (or other person entitled
to exercise this Option) transfer and set aside for the benefit of the
Holder (or other person entitled to exercise this Option) a certificate or
certificates out of the Company's theretofore authorized but unissued or
reacquired shares of Class A Common Stock as the Company may elect (with
appropriate legend thereon, if deemed necessary by the Company, containing
the representation by the person exercising the Option that the shares
purchased shall be for investment purposes and not with a view to resale or
distribution) against payment of the option price in full for the number of
shares purchased by either (i) cash (including a certified or bank cashier's
check or the equivalent thereof), or (ii) at the discretion of the
Committee, as defined in the Plan, by delivering at fair market value, as
determined by the Committee (as provided under the Plan), Company Common
Stock already owned by the Participant, or (iii) any combination of cash and
Company Common Stock, to be held by the Company and subsequently delivered
to the Holder (or such other person) as hereinafter provided. If the Holder
fails to pay for any part of the number of shares specified in such notice
as required, the right to purchase such shares may be terminated by the
Committee.
To the extent that this Option has not been exercised in full prior
to its termination or expiration date, whichever occurs sooner, it shall
terminate and become void and of no effect.
All Class A Common Stock purchased pursuant to the exercise of an
Option shall be held by the Company for a period of two years from the date
of exercise (the "Holding Period").
Upon completion of the Holding Period (under normal Company
policies), the Company shall deliver to the holder or the holder's personal
representative, as soon as practicable thereafter, certificates representing
the Class A Common Stock purchased hereunder (the "Certificates"), free and
clear of restrictions except for the restrictions which are necessary to
assure compliance by the Company and the Holder with applicable federal and
state securities laws and/or the listing requirements of any national
securities exchange.
This Option shall not confer upon the Holder any right to remain in
the employ of the Company or any subsidiary thereof and shall not confer
upon the holder any rights in the stock of the Company prior to the issuance
of a stock certificate pursuant to the exercise of this Option. No
adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
In the event that the outstanding shares of Class A Common Stock of
the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of
the Company or of another corporation, or in the event that there is a
"corporate transaction" as that term is defined in the Regulations under
Section 425 of the Internal Revenue Code of 1986, by reason of
reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up,
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spin-off, combination of shares or dividend payable in capital stock, this
Option shall, to the extent that it has not been exercised, entitle the
Holder upon the subsequent exercise of this Option to such number and kind
of securities or other property, subject to the terms of the Option, to
which the Holder would be entitled had the Holder actually owned the shares
subject to the unexercised portion of this Option at the time of the
occurrence of such event, and the aggregate purchase price upon the
subsequent exercise of this Option shall be the same as if the Class A
Common Stock of the Company originally optioned were being purchased as
provided herein; provided, however, that each such adjustment in the number
and kind of shares subject to this Option, including any adjustment in the
Option price, shall be made in such manner as not to constitute a
"modification" as defined in Section 425 of the Internal Revenue Code of
1986. Any such adjustment made by the Committee shall be conclusive.
The Company may postpone the issuance and delivery of shares upon
any exercise of this Option, if necessary, until admission of such shares to
listing on any stock exchange and completion of registration and
qualification of such shares under any applicable state or federal law, rule
or regulation.
The Holder hereof shall make such representations and furnish such
information to the Company as may be appropriate to permit the Company to
issue such shares in compliance with the provisions of the Security Act of
1933, as amended (the "Securities Act"), or any other applicable law,
including state securities laws. Without limiting the generality of the
foregoing, if requested by the Company, the Holder will represent, in form
acceptable to the Company, that the Holder is purchasing any shares issued
pursuant hereto for investment purposes and not with a view to resale or
distribution.
This Option is issued pursuant to the resolutions duly adopted by
the Committee, the receipt of a copy of which the Holder acknowledges by
virtue of the acceptance hereof, and is subject to all the terms and
conditions of said resolutions.
A determination by the Committee of any questions which may arise
with respect to the interpretation and construction of the provisions of
this Option shall be final.
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WITNESS the seal of the Company and the signatures of its duly
authorized officers.
Dated: May 30, 2003
K-V PHARMACEUTICAL COMPANY
By
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Vice President, Finance
ACCEPTED:
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Marc S. Hermelin
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POWER OF ATTORNEY
FOR VALUE RECEIVED I, Marc S. Hermelin, do hereby sell, assign and
transfer unto K-V PHARMACEUTICAL COMPANY all shares of the Capital Stock of
K-V PHARMACEUTICAL COMPANY standing in my name on the books of said K-V
PHARMACEUTICAL COMPANY represented by Certificate Number(s)
____________________ herewith and do hereby irrevocably constitute and
appoint K-V PHARMACEUTICAL COMPANY'S Controller as attorney to transfer the
said stock on the books of the within named K-V PHARMACEUTICAL COMPANY with
full power of substitution in the premises.
DATED:____________________________________
IN PRESENCE OF: SIGNED:
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Marc S. Hermelin