Exhibit 10.5
Non-Qualified Stock Option
Agreement under
the DaVita Inc. 2002 Equity
Compensation Plan
- Board of
Directors
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Optionee:
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Sample
Example
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SSN:
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123-45-6789
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Address:
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1234 Any
Street
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Apt.
#A
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Any Town, US
12345
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Grant Date:
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January 1,
2008
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Options Granted:
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12,000
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Option Price per Share:
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$55.0000
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Expiration Date:
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January 1,
2013
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Plan Name:
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2002 Equity
Compensation Plan
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Plan ID#:
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2002
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Vesting Schedule:
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100% after 1
year
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12,000 on
01/01/2009
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The terms set forth above,
together with the terms and conditions attached, constitute one
agreement.
Note: Please mark and initial any
correction to the Name, SSN and/or Address shown on this page
before returning a signed copy of this agreement to the Stock Plan
Administrator.
This Non-Qualified Stock Option
Agreement is dated as of January 1, 2008
(“Grant Date”) by and between DaVita Inc., a Delaware
corporation (“Company”) and Sample Example
(“Optionee”) pursuant to the Company’s 2002
Equity Compensation Plan (“Plan”). Capitalized
terms that are used but not defined in this document shall have the
meanings set forth in the Plan.
1. Grant of
Option.
(a) The Company hereby grants to the
Optionee the right (“Option”) to purchase all or any
portion of 12,000 shares (“Shares”) of the
common stock of the Company (“Common Stock”) at a
purchase price of $55.0000 per share (“Option
Price”).
(b) It is intended that this Option
will not qualify for treatment as an incentive stock option under
Internal Revenue Code (“Code”)
Section 422.
2. Term of
Option.
(a) This Option shall be effective
for the period (“Term”) from the Grant Date shown above
through January 1, 2013 (“Expiration
Date”).
(b) This Option shall expire and
cease to be exercisable on the earlier to occur of:
(i) the Expiration Date,
(ii) the date which is three
(3) months after the date on which the Optionee’s
membership on the Board of Directors of the Company terminates
unless such termination is the result of Optionee’s death (or
Optionee dies during the three (3) month period following the
termination of his or her membership on the Board of Directors of
the Company) or Optionee was disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of such termination
of membership on the Board of Directors of the Company,
or
(iii) the date which is one
(1) year from the date of termination of Optionee’s
membership on the Board of Directors if such termination is the
result of Optionee’s death (or Optionee dies during the three
(3) month period following the termination of his or her
membership on the Board of Directors of the Company) or Optionee
was disabled (within the meaning of Section 22(e)(3) of the
Code) at the time of such termination of membership on the Board of
Directors.
3.
Exerciseability.
(a) The shares subject to this
Option shall become exerciseable (“vest”) on the dates
indicated under the Vesting Schedule above such that this Option
shall be fully exerciseable on the last date listed on such table;
provided, however, that such vesting shall cease at the time
Optionee ceases to be a member of the Company’s Board of
Directors.
(b) These installments shall be
cumulative, so that this Option may be exercised as to any or all
of the Shares covered by an installment at any time or times after
the installment becomes vested and until this Option
terminates.
(c) The foregoing
notwithstanding, in the event that either (i) in connection
with a “Change of Control” (defined below), the
“Acquiror” (defined below) fails to assume, convert or
replace this Award, or (ii) your Board service is terminated
within the twenty-four (24) month period following a Change of
Control by the Company (or the Acquiror) other than for
“Cause” (defined below), then, in any such case, the
Option shall automatically vest and become immediately exercisable
in its entirety, such vesting to be effective as of immediately
prior to the effective date of the Change of Control in the case of
(i), and as of the date of termination of the Optionee’s
service in the case of (ii).
A “Change of Control” is
defined herein as (i) any transaction or series of
transactions in which any person or group (within the meaning of
Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d)
under the Exchange Act) becomes the direct or indirect
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), by way of a stock issuance, tender
offer, merger, consolidation, other business
combination or otherwise, of great
