|
Exhibit
10(cc)
HUMANA
INC.
STOCK OPTION
AGREEMENT
AND AGREEMENT NOT TO
COMPETE OR SOLICIT
UNDER THE AMENDED AND
RESTATED 2003 STOCK INCENTIVE PLAN
THIS AGREEMENT
( “Agreement” ) made as of
[DATE] by and between HUMANA INC.
, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter referred to as the
“Company” ), and [EMPLOYEE
NAME], an employee of the Company (hereinafter referred to
as “Optionee” ) .
WITNESSETH
WHEREAS, the
Amended and Restated 2003 Stock Incentive Plan (the
“Plan” ), for certain employee and
non-employee Directors of the Company and its subsidiaries was
approved by the Company’s Board of Directors (the
“Board” ) and stockholders;
and
WHEREAS, the
Company desires to grant to Optionee an option to purchase shares
of common stock of the Company in accordance with the
Plan.
NOW, THEREFORE
, in consideration of the premises and mutual covenants
hereinafter set forth, and other good and valuable consideration,
the Company and Optionee agree as follows:
A.
Grant of Option . The Company hereby grants to
Optionee, as a matter of separate inducement and agreement and not
in lieu of salary or other compensation for services, a
non-qualified stock option to purchase [OPTION
AMOUNT] shares of the $.16-2/3 par value common stock of
the Company (“Common Stock”) at the purchase price of
[PURCHASE PRICE] per share (the “Option”)
exercisable on the terms and conditions set forth herein
.
B.
Term . The term of the Option shall
commence upon the date of grant, [DATE] , and
shall expire on [DATE] (“Expiration
Date”).
C.
Vesting of Option . Except as otherwise set
forth herein, this Option shall be exercisable by Optionee or
his/her personal representative on and after the first anniversary
of the date hereof in cumulative annual installments of one-third
of the number of shares covered hereby.
D.
Effect of Termination of Employment on Option
.
1. If the employment of
Optionee by the Company is terminated for Cause, all the rights of
Optionee under this Agreement, whether or not exercisable, shall
terminate immediately.
2. If the employment of
Optionee is terminated for any reason other than for Cause,
Retirement, death or Disability, unless otherwise specified herein,
all the rights of Optionee
1
under this Agreement then
exercisable shall remain exercisable at any time within ninety
(90) days after the date of such termination, but in no event
beyond the Expiration Date.
3. In the event of
Optionee’s Retirement, this Option shall be exercisable at
any time within two (2) years after the date of Retirement,
but in no event beyond the Expiration Date, and only to the extent
the Option was exercisable at the date of Retirement.
4. In the event of death or
Disability of Optionee while in the employ of the Company, this
Option shall become immediately exercisable and shall remain
exercisable by Optionee or the person or the persons to whom those
rights pass by will or by the laws of descent and distribution or,
if appropriate, by the legal representative of the Optionee or the
estate of the Optionee at any time within two (2) years after
the date of such death or Disability, regardless of the Expiration
Date.
5. In the event of a Change
in Control, as defined in the Plan, the Option granted in Section I
shall become fully vested and immediately exercisable in its
entirety. In addition, Optionee will be permitted to surrender for
cancellation within sixty (60) days after a Change in Control,
any portion of this Option to the extent not yet exercised and
Optionee will be entitled to receive a payment in an amount equal
to the excess, if any, of (x) the greater of (1) the Fair
Market Value on the date of surrender of the Shares subject to this
Option or portion thereof surrendered, or (2) the Fair Market
Value, as Adjusted, of the Shares subject to this Option or portion
thereof surrendered, over (y) the aggregate purchase price for
such Shares under this Option or portion thereof surrendered. The
form of payment shall be determined by the Committee. In the event
Optionee’s employment with the Company is terminated other
than for Cause within three (3) years following a Change in
Control, each Option held by the Optionee that was exercisable as
of the date of termination of the Optionee’s employment or
service shall remain exercisable for a period ending the earlier of
the second anniversary of the termination of the Optionee’s
employment or the expiration of the stated term of the
Option.
E.
Exercise of Option .
1. This Option shall be
exercisable only by written notice to the Secretary of the Company
at the Company’s principal executive offices by Optionee or
his/her legal representative as herein provided. Such notice shall
state the number of shares to be exercised and shall be signed by
Optionee or his/her legal representative, as applicable.
2. The purchase price shall
be paid as follows:
a) In full in cash upon the
exercise of the Option; or
b) By tendering to the
Company shares of the Common Stock of Company owned by him/her
prior to the date of exercise and having an aggregate fair market
value equal to the cash exercise price applicable to his/her
Option; or
2
| |
c) |
A combination of I.E.(2)(a) and I.E.(2)(b) above. |
3. Federal, state and local
income taxes and other amounts as may be required by law to be
collected by the Company in connection with the exercise of this
Option shall be paid pursuant to the Plan by Optionee prior to the
delivery of any Common Stock under this Agreement.
3
| II. |
AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO
SOLICIT |
A.
Agreement Not To Compete . Optionee
hereby covenants and agrees that for a period commencing on the
date hereof and ending twelve (12) months after the effective
date of Optionee’s termination of employment with the
Company, Optionee, directly or indirectly, personally, or as an
employee, officer, director, partner, member, owner, material
shareholder, investor or principal of, or consultant or independent
contractor with, another entity, shall not:
Participate in any business
which competes with the Company, including, without limitation,
health maintenance organizations, insurance companies or prepaid
health plan businesses, in which the Company has been actively
engaged during any part of the two (2) year period immediately
preceding the Optionee’s employment termination date
(“Company Business”), in any of the markets in which
the Company is then currently doing business.
B. Agreement Not To
Solicit . Optionee hereby covenants and agrees
that for a period commencing on the date hereof and ending twelve
(12) months after the effective date of Optionee’s
termination of employment with the Company, Optionee, directly or
indirectly, personally, or as an employee, officer, director,
partner, m
| 
