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Exhibit 10.2
PERFORMANCE SHARE AWARD AGREEMENT
UNDER THE
EXPRESS SCRIPTS, INC.
2000 LONG-TERM INCENTIVE PLAN
THIS AWARD
AGREEMENT is made and entered into _______________
(the "Date of Grant"), by and between Express Scripts, Inc.
(the "Company"), and ______________
("Employee").
BACKGROUND
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A.
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The
Board of Directors of the Company (the "Board of Directors") has
adopted, and the Company's shareholders have approved, the Express
Scripts, Inc. 2000 Long-Term Incentive Plan (the "Plan"), pursuant
to which performance share incentive awards may be granted to
employees of the Company and its subsidiaries and certain other
individuals.
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B.
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The
Board of Directors intends to amend the Plan, subject to approval
of the shareholders of the Company, to revise the performance
measures thereunder.
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C.
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The
Company desires to grant to Employee a performance share award
under the terms of the Plan.
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D. Pursuant
to the Plan, the Company and Employee agree as
follows:
AGREEMENT
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1.
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Grant of Award . Pursuant
to action of the Committee (as defined herein) which was taken on
the Date of Grant, the Company grants to Employee _______ performance
shares ("Performance Shares"), subject to the terms, conditions,
and adjustments set forth in this Award Agreement and Exhibit A
hereto. The Performance Shares granted under this
Section 1 are referred to in this Award Agreement as the "Target
Grant."
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2.
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Award Subject to Plan . This
award is granted under, and is expressly subject to, the terms and
provisions of the Plan, as amended from time to time, which terms
are incorporated herein by reference, and this Award
Agreement. The Committee described in Section 3 of the
Plan (the "Committee") has been appointed by the Board of
Directors, and designated by it, as the Committee to make
awards.
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3.
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Performance Period . The performance period for
this award shall be as set forth on Exhibit A hereto (the
"Performance Period").
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4.
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Payment . Subject
to early termination of this Award Agreement pursuant to Section 6
below, following the end of the Performance Period and during the
calendar year in which such Performance Period ends, the Company
will deliver to Employee one share of the Company's Stock for each
then-outstanding Performance Share under this Award Agreement;
except that, fractional Shares shall be rounded down to the nearest
whole Share and that a portion of the payment shall be withheld to
satisfy the payment of taxes required by law or to take such other
action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes as provided in
Section 7.
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5.
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Performance Criteria and Adjustments . The
Target Grant shall be adjusted pursuant to the Company’s
performance against certain criteria (the “Performance
Criteria”) as further set out on Exhibit A
hereto.
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6.
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Termination of Award .
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a.
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Except
as otherwise specifically set forth in this Section 6, this Award
Agreement will terminate and be of no further force or effect on
the date that Employee is no longer actively employed by the
Company or any of its Affiliates prior to the date on which the
Performance Period ends. Employee will, however, be
entitled to receive any Stock payable under Section 4 of this Award
Agreement if Employee's employment terminates after the Performance
Period but before Employee's receipt of such Stock.
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b.
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If
Employee’s employment terminates before the end of the
Performance Period on account of death, Disability or Retirement,
any portion of this award which has not yet vested shall vest at
such time, but only to the extent the Performance Criteria are
ultimately achieved and any payment under Section 4 hereof shall be
prorated for the portion of the Performance Period during which
Employee was employed by the Company or any Affiliate.
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c.
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If
Employee’s employment is terminated by the Company without
Cause before the end of the Performance Period, a portion of this
award which has not yet vested shall vest at such time, which
portion shall be equal to the lesser of:
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(i)
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the
portion of the award which would have vested and been paid had the
Employee’s
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