EXHIBIT 5
CONTINUCARE CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
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STOCK OPTION AGREEMENT
(a) Grant of Option. As of the 20th of July, 2000, Continucare
Corporation, a Florida corporation (the "Company"), hereby grants to Phillip
Frost, M.D. (the "Optionee") a non-qualified stock option (the "Option") to
acquire One Hundred thousand (100,000) shares of Common Stock, $0.0001 par value
per share (the "Shares"), of the Company pursuant to the Company's Amended and
Restated 1995 Stock Option Plan (the "Plan"), which is incorporated herein for
all purposes. The Optionee hereby acknowledges receipt of the Plan and agrees to
be bound by all of the terms and conditions herein and therein.
(b) Definitions. Capitalized terms used herein without definition shall
have the meanings as set forth in the Plan.
(c) Exercise Price. The exercise price per share of the Shares subject
to this Option is $0.69.
(d) Exercise Schedule. The Options shall vest as follows: 100%
immediately, except as otherwise provided for in Section 9 of the Plan.
(e) Termination of Option. This Option shall terminate, and in no event
be exercisable, after the expiration of 10 years from the date on which the
Option is granted. In addition, any unexercised portion of this Option shall
automatically and without notice terminate and become null and void as provided
in Section 10 of the Plan.
(f) Section 83(b) Election. If as a result of exercising all or any
part of this Option, an Optionee receives Shares that are subject to a
"substantial risk of forfeiture" and are not "transferable" as those terms are
defined for purposes of Section 83(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), then such Optionee may elect under Section 83(b) of the
Code to include in the Optionee's gross income, for the Optionee's taxable year
in which the Shares are transferred to the Optionee, the excess of the Fair
Market Value of such Shares at the time of transfer (determined without regard
to any restriction other than one that by its terms will never lapse), over the
amount paid for the Shares. If the Optionee makes the Section 83(b) election
described above, the Optionee shall (i) make such election in a manner that the
Board determines in its reasonable judgment to be satisfactory, (ii) provide the
Company with a copy of such election, (iii) agree to promptly notify the Company
if any Internal Revenue Service or state tax agent, on audit or otherwise,
questions the validity or correctness of such election or of the amount of
income reportable on account of such election, and (iv) agree to such tax
withholding as the Board may reasonably require in its sole and absolute
discretion.
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(g)7. Law Governing. This Agreement shall be governed in accordance
with the internal laws of the State of Florida.
8. Interpretation. The Optionee accepts this Option subject to all the
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Board upon any questions arising under the Plan and this Agreement.
9. Notices. Any notice under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Company's Secretary at 80 SW 8/th/ Street,
Miami, FL 33130, or if the Company should move its principal office, to such
principal office, and, in the case of the Optionee, to the Optionee's last
permanent address as shown on the Company's records, subject to the right of
either party to designate some other address at any time hereafter in a notice
satisfying the requirements of this Section.
COMPANY:
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CONTINUCARE CORPORATION
By:
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Spencer J. Angel
President and
Chief Executive Officer
OPTIONEE:
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Phillip Frost, M.D.
