Exhibit 10.23
2008 TERMS AND CONDITIONS
FOR A NON-QUALIFIED STOCK OPTION GRANT (NQSO)
UNDER THE MEDCO HEALTH SOLUTIONS, INC. 2002 STOCK INCENTIVE
PLAN
This
is a summary of the terms applicable to the stock option specified
on this document. Different terms may apply to any other grant
under the Medco Health Solutions, Inc. 2002 Stock Incentive
Plan.
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Grant
Type:
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Nonqualified Stock Option
(NQ) |
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Grant
Code:
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ANNL |
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Option
Price:
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TBD (closing price on grant
date) |
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Grant
Date:
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February 22, 2008 |
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Expiration
Date:
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February 21, 2018 |
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Vesting
Date
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Portion that Vests |
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February 22,
2009
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First 33.333% |
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February 22,
2010
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Second 33.333% |
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February 22,
2011
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Balance |
I.
GENERAL INFORMATION
This
stock option becomes exercisable in equal installments (subject to
rounding process) on the Vesting Dates indicated in the
accompanying box. This stock option expires on its Expiration Date,
which is the day before the tenth anniversary of the Grant Date. If
your employment with Medco Health Solutions, Inc. (Company) ends
for any reason, your right to exercise this stock option will be
determined according to the terms in Section II.
II.
TERMINATION OF EMPLOYMENT
A.
General Rule . If your employment is terminated for any reason,
the portion of this stock option that is unvested will expire on
the date your employment ends. Except as specified in paragraphs B
— F below, the portion of this stock option that is vested
will expire 90 days after the date your employment ends, but
in no event later than the original Expiration Date.
B. Retirement. If you retire from service with the
Company (defined as 60 years of age with 15 years of service),
the portion of this stock option that is vested will expire the day
before the second anniversary of your termination of employment due
to retirement, but in no event later than its original Expiration
Date.
C. Disability. If your employment terminates as a
result of your Disability, the portion of this stock option that is
unvested shall vest as scheduled on the applicable Vesting Date.
Whether already vested on the date of your termination or vested as
a result of your termination, the portion of this stock option that
is vested will expire the day before the second anniversary of your
termination, but in no event later than its original Expiration
Date.
D. Death. If you die, the portion of this stock option
that is unvested shall vest as of your date of death. Whether
already vested on the date of your death or vested as a result of
your death, the portion of this stock option that is vested will
expire the day before the second anniversary of your death, but in
no event later than its original Expiration Date.
E. Separation. If your employment is terminated by the
Company and the Company determines that such termination resulted
from the elimination of your job, you will be considered
“separated” and will be offered an agreement containing
a general release of claims in a form acceptable to the Company. If
the agreement becomes effective, the following will apply: the
portion of this stock option that is unvested and that would vest
on the Vesting Date immediately following your Separation (the
“Next Installment”) shall vest as of your Separation.
Whether already vested on the date of your termination or vested as
a result of your termination, the portion of this stock option that
is vested will expire the day before the six month anniversary of
the date your employment with the Company ends, but in no event
later than the original Expiration Date. If the agreement does not
become effective, then you will be treated as terminated under
paragraph A, above.
F. Misconduct. If your employment is terminated as a
result of your deliberate, willful or gross misconduct, this stock
option (whether vested or unvested) will expire immediately upon
your receipt of notice of such termination.
G. Change in Control. If your employment is terminated
by the Company Within Two Years of a Change in Control (as those
terms are defined in the Plan), for any reason other than
resignation or one of the reasons specified in paragraphs B-F
above, this stock option, if unvested, will vest on the date of
your termination. Whether already vested on the date of your
termination or vested as a result of your termination, this stock
option will expire on the Expiration Date.
III.
ADJUSTMENTS
In the
event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights
offering, spin off, split off, split up or other event identified
by the Board of Directors, the Board shall make such proportional
adjustments as are necessary to preserve the benefits or potential
benefits of the grant. Any such determination shall be final,
binding and conclusive on all parties.
IV. RESTRICTIONS
If you
violate any of the following Restrictions/Covenants, this stock
option, if unexercised, will terminate immediately and be null and
void. If all or any portion of this stock option is exercised
during the 12 month period immediately prior to or after your
termination of employment, you
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