Exhibit 10.8
LINCARE HOLDINGS
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
October 1, 2009
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Employee/Optionee:
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Shawn S.
Schabel
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Number of
shares of Common Stock subject to this Agreement:
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250,000
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Pursuant to the Lincare Holdings
Inc. 2007 Stock Plan (the “Plan”), the Compensation
Committee (the “Committee”) of the Board of Directors
of Lincare Holdings Inc. (the “Company”) has granted to
you on this date an option (the “Option”) to purchase
the number of shares of the Company’s Common Stock, $.01 par
value (“Common Stock”), set forth above. Such shares
(as the same may be adjusted as described in Section 11 below)
are herein referred to as the “Option Shares”. The
Option shall constitute and be treated at all times by you and the
Company as a “non-qualified stock option” for Federal
income tax purposes and shall not constitute and shall not be
treated as an “incentive stock option” as defined under
Section 422(b) of the Internal Revenue Code of 1986, as
amended (the “Code”). The terms and conditions of the
Option are set forth below.
1. Date of Grant . The Option
is granted to you on October 1, 2009.
2. Termination of Option .
Your right to exercise the Option (and to purchase the Option
Shares) shall expire and terminate in all events on the earlier of
(a) December 1, 2017 or (b) the date provided in
Section 9 below in the event you cease to be employed by the
Company or any subsidiary or parent thereof (other than as a result
of your death or disability as described in Section 9(c)
hereof, in which case you shall be deemed for purposes hereof to
continue to be employed on a full-time basis).
3. Option Price . The
purchase price to be paid upon the exercise of the Option is $30.57
per share, the price at which the Company’s shares of Common
Stock were traded on the NASDAQ National Market System at the close
of business on the date hereof (subject to adjustment as provided
in Section 11 hereof).
4. Vesting Provisions .
Except as otherwise provided in Section 5 below, you will not
be entitled to exercise the Option (and purchase any Option Shares)
prior to November 1, 2010. Commencing on November 1,
2010, you shall become entitled to exercise the Option (rounded to
the nearest whole share) in accordance with the following schedule,
until the Option expires and terminates pursuant to Section 2
hereof:
(a) Commencing on November 1,
2010, you shall be entitled to exercise 1/3 of the Option
Shares;
(b) Commencing on November 1,
2011, you shall be entitled to exercise an additional 1/3 of the
Option Shares; and
(b) Commencing on November 1,
2012 you shall be entitled to exercise an additional 1/3 of the
Option Shares.
5. Change of Control
.
(a) All Options granted hereunder
shall vest and shall become immediately exercisable upon a
“Change of Control” of the Company. As used herein, the
term “Change of Control” shall have the same meaning as
“Change of Control” as used and defined in the Third
Amended Employment Agreement, dated as of October 1, 2009,
(the “Employment Agreement”) between you and Lincare
Holdings Inc.
(b) If a Change of Control event as
specified in Section 5(a) occurs, then on the business day
immediately preceding the occurrence of such event, you shall
become entitled to exercise the Option with respect to all Option
Shares that you had theretofore not otherwise become entitled to
purchase hereunder (with the effect that you shall be deemed
eligible to include such Option Shares in any transaction
contemplated by Section 5(a) hereof to the extent that you
(i) purchase such Option Shares and (ii) are otherwise
entitled to participate in such transaction).
(c) Notwithstanding anything
contained herein to the contrary, no new rights to exercise the
Option with respect to any Option Shares shall be acquired under
this Section 5 after the date on which you cease to be
employed on a full-time basis by the Company or any subsidiary or
parent thereof (unless you have ceased to be employed on a
full-time basis by reason of death or disability, as described in
Section 9(c) below, in which case you shall be deemed for
purposes hereof to continue to be employed on a full-time
basis).
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6. Additional Provisions Relating
to Exercise .
(a) Once you become entitled to
exercise the Option (and purchase Option Shares) as provided in
Sections 4 and 5 hereof, such right will continue until the date on
which the Option expires and terminates pursuant to Section 2
hereof.
(b) The Committee, in its sole
discretion, may at any time accelerate the time set forth in
Sections 4 or 5 at which the Option may be exercised by you with
respect to any Option Shares.
7. Exercise of Option . To
exercise the Option, you must deliver a completed copy of the Stock
Option Exercise Form attached hereto to the principal office of the
Company, specifying the number of Option Shares being purchased as
a result of such exercise. The purchase price for the Option Shares
for which an Option is exercised shall be paid in full, in cash, on
the date of exercise.
8. Restriction on
Transferability . The Option may only be transferred in
accordance with the terms of the Plan.
9. Termination of Employment
.
(a) In the event that (i) the
Company or any subsidiary or parent thereof terminates your
employment by such entity “for cause” or (ii) you
terminate your employment by such entity for any reason whatsoever
(other than as a result of Good Reason, your death or disability as
defined in the Employment Agreement), then the Option may only be
exercised within one (1) month after such termination, and
only to the same extent that you were entitled to exercise the
Option on the date your employment was so terminated and had not
previously done so. For the purposes of Sections 9(a) and 9(b)
hereof, the terms “for cause” and “Good
Reason” shall have the meanings set forth in the Employment
Agreement.
(b) In the event that you cease to
be employed on a full-time basis by the Company or any subsidiary
or parent thereof as a result of (i) the termination of your
employment by the Company or any subsidiary or parent thereof at
any time other than “for cause” or (ii) your
termination of your employment with such entity for Good Reason,
the Option may only be exercised within one year after the date you
cease to be so employed, and only to the same extent that you were
entitled to exercise the Option on the date you ceased to be so
employed by reason of such termination and had not previously done
so.
(c) In the event that you
(i) die while employed by the Company or any subsidiary or
parent thereof (or within a period of one month after ceasing to be
employed by the Company
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or any subsidiary or parent thereof for any
reason described in Section 9(b) above) or (ii) cease to
be employed on a full-time basis by the Company or any subsidiary
or parent thereof by reason of a disability as defined in the
Employment Agreement, the Option may be exercised as if you
continued to be employed on a full-time basis by the Company or any
sub
