EXHIBIT 10.2
HEALTHSPRING, INC.
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT (this
“Agreement”) is made and entered into as of this 1st
day of October, 2007, by and between HealthSpring, Inc., a Delaware
corporation (together with its Subsidiaries and Affiliates, the
“Company”), and Craig S. Schub (the
“Optionee”). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in the
HealthSpring, Inc. 2006 Equity Incentive Plan (the
“Plan”).
WHEREAS, the Company has
adopted the Plan, which permits the issuance of stock options for
the purchase of shares of the common stock, par value $0.01 per
share, of the Company (the “Shares”);
WHEREAS , the Company and
Optionee previously entered into that certain Non-Qualified Stock
Option Agreement dated as of April 17 th , 2006 (the
“Grant Date”), pursuant to which Company granted to
Optionee an option to purchase 150,000 Shares (the “Original
Agreement);
WHEREAS, Optionee has
notified Company of his intent to resign his employment with the
Company effective as of September 30, 2007, and simultaneously
with the execution hereof, the Company and Optionee are entering
into a Consulting Agreement; and
WHEREAS, the Company desires
to amend and restate the Original Agreement in its entirety to
confirm the number of Shares which have vested prior to the date
hereof, to provide that the option to purchase shares not vested
under the Original Agreement have terminated, and provide for the
exercise thereof to afford the Optionee an opportunity to purchase
Shares as hereinafter provided in accordance with the provisions of
the Plan.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Option
.
(a) The
Company confirms the grant as of the Grant Date of the right and
option (the “Option”) to purchase 37,500 Shares, in
whole or in part (the “Option Stock”), at an exercise
price of Seventeen and 15/100 Dollars ($17.15) per Share, on the
terms and conditions set forth in this Agreement and subject to all
provisions of the Plan. The option to purchase the 112,500 unvested
shares under the Original Agreement are terminated. The Optionee,
holder or beneficiary of the Option shall not have any of the
rights of a shareholder with respect to the Option Stock until such
person has become a holder of such Shares by the due exercise of
the Option and payment of the Option Payment (as defined in
Section 3 below) in accordance with this Agreement.
(b) The
Option shall be a non-qualified stock option. In order to provide
the Company with the opportunity to claim the benefit of any income
tax deduction which may be available to it upon the exercise of the
Option, and in order to comply with all applicable federal or state
tax laws or regulations, the Company may take such action as it
deems appropriate to insure that, if necessary, all applicable
federal, state or other taxes are withheld or collected from the
Optionee.
2. Exercise of Option .
Except as otherwise provided herein, your Option with respect to
the Option Stock as set forth in this Agreement is vested. If the
Optionee dies prior to the expiration of the Term, this Option may
thereafter be exercised by the legal representative of the estate
or by the legatee of the Optionee under the will of the Optionee
until the expiration of the Term of the Option. If the Optionee
becomes disabled, this Option may thereafter be exercised by the
personal representative or guardian of the Optionee, as applicable,
until the expiration of the Term of the Option.
3. Manner of Exercise .
The Option may be exercised in whole or in part at any time within
the period permitted hereunder for the exercise of the Option, with
respect to whole Shares only, by serving written notice of intent
to exercise the Option delivered to the Company at its principal
office (or to the Company’s designated agent), stating the
number of Shares to be purchased, the person or persons in whose
name the Shares are to be registered and each such person’s
address and social security number. Such notice shall not be
effective unless accompanied by payment
