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Exhibit 10.3
EXPRESS SCRIPTS, INC.
2000 LONG-TERM INCENTIVE PLAN
STOCK
OPTION GRANT NOTICE
Notice is hereby given of
the following option grant (the “Option”) to
purchase shares of common stock, $0.01 par value per share,
of Express Scripts, Inc. (the “Company”) pursuant
to the following terms and conditions:
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Vesting Commencement Date
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Exercise Price Per Share
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$
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Number of Option Shares
:
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Term/Expiration Date of Option
:
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Type of Option
: ____ Incentive
Stock Option
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X
Nonstatutory Stock Option
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Vesting Schedule : The shares of common stock
granted pursuant to the Option shall be vested and exercisable in
accordance with the following vesting schedule:
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- One-third
(1/3) vests and becomes exercisable on
_____________.
- An
additional one-third (1/3) vests and becomes exercisable on
_____________.
- The
final one-third (1/3) vests and becomes exercisable on
_______________.
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Other Provisions : The Option is granted subject
to, and in accordance with, the terms of the Stock Option Agreement
(the “Option Agreement”) attached hereto as
Exhibit A
and the Express Scripts, Inc. 2000 Long-Term Incentive Plan (the
“Plan”) attached hereto as Exhibit B
.
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This
Option is granted under, and governed by, the terms and
conditions of this Grant Notice, the Plan and the Option
Agreement.
DATED: _________________
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EXPRESS SCRIPTS, INC. |
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Date
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By:
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/s/ |
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Name |
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Title |
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Attachments
:
Exhibit A— Stock Option Agreement
Exhibit B—Express Scripts, Inc. 2000 Long-Term Incentive
Plan
EXHIBIT
A
EXPRESS
SCRIPTS, INC.
2000
LONG-TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
Express Scripts, Inc., a
Delaware corporation (“Company”), has granted you
(“Optionee”) an option (“Option”) to
purchase shares of common stock of the Company, $0.01 par
value per share (“Common Stock”), pursuant to the
terms and conditions set forth in your Stock Option Grant
Notice (“Grant Notice”) and this Stock Option
Agreement (“Option Agreement”).
The Option is granted
pursuant to the Express Scripts, Inc. 2000 Long-Term
Incentive Plan (the “Plan”), pursuant to which
options, and other awards, may be granted to key personnel of
the Company or an Affiliate.
The details of your Option
are as follows:
1.
Grant of
Option . The committee appointed by the
Board of Directors of the Company to administer the Plan (the
“Committee”) has approved your
Option. The number of shares of Common Stock
subject to your Option and the Exercise Price Per Share are
set forth in the Grant Notice. The Option shall be
subject to the terms and conditions of the Plan, which is
incorporated herein by reference. If designated in
the Grant Notice as an Incentive Stock
Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under
Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”). However, if this
Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section
422(d), it shall nevertheless be treated as a Nonstatutory
Stock Option (“NSO”).
2.
Term of
Option . This Option may be exercised only
within the Term set forth in the Grant Notice, and may be
exercised during such Term only in accordance with the Plan
and the terms of this Option Agreement.
3.
Exercise of
Option .
(a)
Right to
Exercise . This Option is exercisable
during its Term in accordance with the Vesting Schedule set
forth in the Grant Notice and the applicable provisions of
the Plan and this Option
Agreement. In
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