EXHIBIT 10.9
STOCK OPTION AGREEMENT made as of the 1st day of February, 2000 between
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., a New York corporation (the
"Company"), and Mary T. Casale (the "Optionee").
WHEREAS, the Optionee is an employee of the Company or a subsidiary
thereof;
WHEREAS, the Company desires to provide to the Optionee an additional
incentive to promote the success of the Company;
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee (the "Grant") the right and option to purchase Common
Shares of the Company under and pursuant to the terms and conditions of the 1999
Stock Option Plan (the "Plan") and upon and subject to the following terms and
conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and
option (the "Option") to purchase up to Two Hundred Fifty-Five Thousand Six
Hundred Eighty-Nine (255,689) Common Shares of the Company (the "Option Shares")
during the following periods:
(a) All or any part of Fifty-One Thousand One Hundred Thirty-Eight
(51,138) Common Shares may be purchased during the period commencing July
1, 1999 and terminating at 5:00 P.M. on July 1, 2005 (the "Expiration
Date");
(b) All or any part of Fifty-One Thousand One Hundred Thirty-Eight
(51,138) Common Shares may be purchased during the period commencing July
1, 2000 and terminating at 5:00 P.M. on the Expiration Date;
(c) All or any part of Fifty-One Thousand One Hundred Thirty-Eight
(51,138) Common Shares may be purchased during the period commencing July
1, 2001 and terminating at 5:00 P.M. on the Expiration Date;
(d) All or any part of Fifty-One Thousand One Hundred Thirty-Eight
(51,138) Common Shares may be purchased during the period commencing July
1, 2002 and terminating at 5:00 P.M. on the Expiration Date;
(e) All or any part of Fifty-One Thousand One Hundred Thirty-Seven
(51,137) Common Shares may be purchased during the period commencing July
1, 2003 and terminating at 5:00 P.M. on the Expiration Date;
Notwithstanding anything to the contrary contained in Section 12 (a) of the
Plan, the Option must be exercised in whole (or in part, if not fully vested),
on a date one year after termination of Optionee's employment with the Company
or July 1, 2005, whichever is earlier.
2. NATURE OF OPTION. Such Options to purchase the Option Shares are
intended to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, relating to "incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be
Five Dollars and 87/100 ($5.87) (the "Option Price"). The Company shall pay all
original issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with
the provisions of the Plan, Section 12(a) of the Plan excepted. As soon as
practicable after the receipt of notice of exercise (in the form annexed hereto
as Exhibit A) and payment of the Option Price as provided for in the Plan, the
Company shall tender to the Optionee certificates issued in the Optionee's name
evidencing the number of Option Shares covered thereby.
5. TRANSFERABILITY. The Option shall not be transferable other than by will
or the laws of descent and distribution and, during the Optionee's lifetime,
shall not be exercisable by any person other than the Optionee.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 26 Harbor
Park Drive, Port Washington, New York 11050, Attention: Secretary and to the
Optionee at the address indicated below. Notices shall be deemed to have been
given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains the
entire understanding of the parties hereto with respect to the subject matter
hereof and may be modified only by an instrument executed by the party sought to
be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.
By:
/s/Bert E. Brodsky
Bert E. Brodsky, Chairman
/s/Mary T. Casale
Signature of Optionee
Mary T. Casale
Name of Optionee
Address of Optionee
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EXHIBIT A
NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.
OPTION EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within Option
dated _____________ to the extent of purchasing ________________ Common Shares
of National Medical Health Card Systems, Inc. The undersigned hereby makes a
payment of $_____________ in payment therefor.
Mary Casale
Name of Optionee
Signature of Optionee
Address of Optionee
Date
