Exhibit 10.1
AMENDMENT TO STOCK OPTION
AGREEMENTS
THIS SECOND AMENDMENT TO STOCK OPTION AGREEMENTS ("Second
Amendment") is entered into effective as of April 30, 2005 by and
between LabOne, Inc., a Missouri corporation with its principal
place of business at 10101 Renner Boulevard in Lenexa, Kansas
("LabOne") and John W. McCarty ("Optionee").
WITNESSETH:
WHEREAS, LabOne and Optionee are parties to certain Stock Option
Agreements dated March 31, 2000, January 1, 2002, February 27,
2002, May 27, 2002, January 1, 2003 and June 28, 2004
(collectively, the "Option Agreements") which were entered into
pursuant to LabOne's 1997 and 2001 Long-Term Incentive Plans;
and
WHEREAS, LabOne and Optionee entered into a September 2, 2004
Transition Services Agreement, as amended on March 1, 2005 and
April 30, 2005 ("Transition Services Agreement") which sets forth
the terms of Optionee's resignation from LabOne and the orderly
transition of Optionee's duties to his successor; and
WHEREAS, in connection with the Transition Services Agreement,
LabOne and Optionee entered into an Amendment to Stock Option
Agreements ("First Amendment") on September 2, 2004; and
WHEREAS, LabOne and Optionee now desire to further amend the
Stock Option Agreements to bring the Stock Option Agreements into
conformity with the April 30, 2005 amendment to the Transition
Services Agreement.
NOW THEREFORE, in consideration of the mutual agreements
contained herein and in the Transition Services Agreement, LabOne
and Optionee agree as follows:
1. Superseded First Amendment.
LabOne This Second Amendment hereby supersedes and replaces the
First Amendment in its entirety. LabOne and Optionee agree that the
First Amendment shall be of no further force or effect.
1. Amendment of May 27, 2002 Option
Agreement. LabOne LabOne and Optionee agree that the May 27,
2002 Option Agreement is hereby amended as follows:
(a) With respect to Optionee's LabOne
stock option for 20,000 shares that was scheduled to vest on May
27, 2006, 10,000 of the shares subject to such stock option
("Accelerated Vesting Option") shall vest on the "Resignation
Effective Date" (as that term is defined in, and established in
a
