Form of Performance Share Award Agreement


    Exhibit
      10.1


    


    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

     

    
      	 	
              A.

            	
              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.

            


    

     

    
      	 	
              B.

            	
              The
                Board of Directors intends to amend the Plan, subject to approval
                of the
                shareholders of the Company, to revise the performance measures
                thereunder.

            


    

     

    
      	 	
              C.

            	
              The
                Company desires to grant to Employee a performance share award under
                the
                terms of the Plan.

            


    

     

    D. Pursuant
      to the Plan, the Company and Employee agree as follows:

     

    AGREEMENT

     

    
      	 	 	
              1.

            	
              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 «Shares»
                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."

            


    

     

    
      	 	 	
              2.

            	
              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. This award is subject to the Company’s stockholders approving an
                amendment to the Plan to reflect the performance measures used hereunder
                before any compensation is paid pursuant to this award. In the event
                that
                the stockholders of the Company do not so approve an amendment to
                the
                Plan, this award shall be void and of no force and
                effect.

            


    

     

    
      	 	 	
              3.

            	
              Performance
                Period.
                The performance period for this award shall be as set forth on Exhibit
                A
                hereto (the "Performance Period").

            


    

     

    
      	 	 	
              4.

            	
              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.

               

            


      	 	 	
              5.

               

            	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.


    

     

    
      	 	 	
              6.

            	
              Termination
                of Award.
                 

            


    

     

    a. 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. 

     

    b. 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.

     

    c. 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;

     

    (i) the
      portion of the award which would have vested and been paid had the Employee’s
      employment been terminated due to death, Disability or Retirement, as determined
      under Section 6(b) above (after taking into account the pro-ration for the
      portion of the Performance Period during which Employee was employed by the
      Company or any Affiliate); or

     

    (ii) the
      portion of the award which would have vested and been paid, based on the extent
      the Performance Criteria had been achieved, if the Performance Period had ended
      as of the first day of the Company’s fiscal quarter during which the Employee’s
      employment is terminated, which amount shall also be prorated for the portion
      of
      the actual Performance Period during which Employee was employed by the Company
      or any Affiliate.

     

    d. Without
      limiting the foregoing, in the event Employee’s employment terminates before the
      end of the Performance Period on account of death, Disability, Retirement or
      termination by the Company without Cause, any portion of the award which vests
      in accordance with either Section 6(b) or 6(c) above shall be payable at the
      time and in the manner set forth in Section 4 after the end of the Performance
      Period. 

     

    e.
       Notwithstanding
      the foregoing or any provision of the Plan to the contrary, upon a Change in
      Control prior to the date on which the Performance Period ends (i) provided
      that
      either Employee continues to be actively employed by the Company or any
      Affiliate on the date of such Change in Control, or such Employee’s employment
      was terminated on account of death, Disability or Retirement prior to such
      Change in Control, Employee shall receive in cash the value of one share of
      Company Stock on the last trading day before the Change in Control multiplied
      by
      the number of Performance Shares awarded pursuant to this Agreement (without
      pro-ration), or (ii) if the Employee’s employment was terminated by the Company
      without Cause prior to such Change in Control, Employee shall receive in cash
      the value of one share of Company Stock on the last trading day before the
      Change in Control multiplied by the lesser of (A) the total number of
      Performance Shares awarded pursuant to this Agreement, prorated for the portion
      of the Performance Period during which Employee was employed by the Company
      or
      any Affiliate, or (B) the number of Performance Shares which would have been
      paid under Section 6(c)(ii) above. The amount payable under this Section 6(e)
      shall be subject to applicable withholding taxes. This Award shall terminate
      immediately following payment upon a Change in Control, and no further payment
      shall be made hereunder.

     

    
      	 	
              7.

            	
              Tax
                Withholding.
                Employee
                must pay, or make arrangements acceptable to the Company for the
                payment
                of, any and all federal, state, and local income and payroll tax
                withholding that in the opinion of the Company is required by law.
                Unless
                Employee satisfies any such tax withholding obligation by paying
                the
                amount in cash or by check, the Company will withhold cash and/or
                shares
                of Stock having a Fair Market Value on the date of withholding sufficient
                to cover the withholding
                obligation.

            


    

     

    
      	 	 	
              8.

            	
              Non-Transferability.
                Neither this award nor any rights under this Award Agreement may
                be
                assigned, transferred, or in any manner encumbered except by will
                or the
                laws of descent and distribution, and any attempted assignment, transfer,
                mortgage, pledge or encumbrance except as herein authorized, will
                be void
                and of no effect.

            


    

     

    
      	 	 	
              9.

            	
              Definitions:
                Copy of Plan and Plan Prospectus.
                To
                the extent not specifically defined in this Award Agreement, all
                capitalized terms used in this Award Agreement will have the same
                meanings
                ascribed to them in the Plan. By signing this Award Agreement, Employee
                acknowledges receipt of a copy of the Plan and the related Plan
                Prospectus.

            


    

     

    
      	 	 	
              10.

            	
              Choice
                of Law.
                To
                the extent that federal laws do not otherwise control, this Award
                Agreement and all determinations made and actions taken hereunder
                shall be
                governed by the laws of the State of Delaware, without giving effect
                to
                principles of conflicts of laws, and construed accordingly.
                

            


    

     

    


     

    ***********

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    An
      authorized representative of the Company has signed this Award Agreement, and
      Employee has signed this Award Agreement to evidence Employee's acceptance
      of
      the award on the terms specified in this Award Agreement, all as of the Date
      of
      Grant.

     

    EXPRESS
      SCRIPTS, INC.

    


    


    By:              

    Name:  
     

    Title:         

    


    


                                                                          
      


                                Employee