EXHIBIT 10.22 

**STOCK OPTION AGREEMENT** made asof the 20th day of December, 2004 between **NATIONAL MEDICAL HEALTH CARD SYSTEMS,**INC., a Delaware corporation (the “Company”), and ________________(“Optionee”). 

**WHEREAS**, the Optionee is anemployee of the Company or a subsidiary thereof; 

**WHEREAS**, the Company desiresto provide to the Optionee an additional incentive to promote the success of the Company; 

**NOW, THEREFORE**, inconsideration of the foregoing, the Company hereby grants to the Optionee (the“Grant”) the right and option to purchase Common Shares of the Company under andpursuant to the terms and conditions of the 1999 Stock Option Plan (the “Plan”)and upon and subject to the following terms and conditions: 

    1.                 **GRANT OF OPTION**. The Company hereby grants to the Optionee the right and          option (the “Option”) to purchase up to          _____________________________________ (_____) Common Shares of the Company (the          “Option Shares”) pursuant to the Plan. The Option shall vest and          become exercisable in accordance with the provisions of section 4 below. The          Options granted pursuant to this agreement shall remain exercisable through the          close of business on December 20, 2014. 

    2.                 **NATURE OF OPTION**. Such Options to purchase the Option Shares are intended          to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as          amended, relating to “incentive stock options”. 

    3.                 **EXERCISE PRICE**. The exercise price of each of the Option Shares shall be          $22.45. The Company shall pay all original issue or transfer taxes on the          exercise of the Option. 

    4.                 **VESTING.** Except as specifically provided otherwise herein or in the Plan,          and subject to the Optionee remaining in the continuous employment with the          Company or its subsidiaries through the applicable vesting dates provided below,          the Option shall be come vested and exercisable as follows: 

    (a)                 One hundred percent (100%) of the Option Shares to become fully vested and          exercisable on the fourth anniversary of the date hereof. 

    (b)                 Notwithstanding paragraph (a) herein: 

    (i)                 fifty percent (50%) of the Option Shares to become fully vested and exercisable          two years from the date hereof, provided the Company has achieved average net          income growth greater than or equal to 30% for fiscal years 2005 and 2006; 

    (ii)                 seventy-five percent (75%) of the Option Shares to become fully vested and          exercisable three years from the date hereof, provided the Company has achieved          average net income growth greater than or equal to 30% for fiscal years 2005,          2006 and 2007; and 

    (iii)                 one hundred percent of the Option Shares to become fully vested and exercisable          three years from the date hereof, provided the Company has achieved average net          income growth greater than or equal to 35% for fiscal years 2005, 2006 and 2007. 

5.              **EXERCISE OF OPTIONS**. The Option shall be exercised in accordance with the          provisions of the Plan. As soon as practicable after the receipt of notice of          exercise (in the form annexed hereto as Exhibit A) and payment of the Option          Price as provided for in the Plan, the Company shall tender to the Optionee          certificates issued in the Optionee’s name evidencing the number of Option          Shares covered thereby. 

    6.                 **ACCELERATED VESTING UPON CHANGE OF CONTROL.**In the event of any (i)          consolidation or merger of the Company with or into another company where the          Company is not the survivor and the directors of the Company immediately prior          to the consolidation or merger do not constitute a majority of the board of          directors subsequent to the consolidation or merger, or (ii) conveyance of all          or substantially all of the assets of the Company to another company, (such          consolidation, merger or conveyance of assets a “Change in Control”)          each then outstanding Option (x) shall, immediately prior to the effective date          of the Change in Control, become fully exercisable, provided that no          acceleration of exercisability shall occur with respect to an outstanding Option          if and to the extent such Option is, in connection with the Change in Control,          to be assumed or otherwise continued in full force or effect by the successor          entity (or parent thereof) pursuant to the terms of the Change in Control          transaction, and (y) shall upon exercise thereafter entitle the holder thereof          to such number of shares of Common Stock or other securities or property to          which a holder of shares of Common Stock of the Company would have been entitled          upon such Change in Control. 

    7.                 **TRANSFERABILITY**. The Option shall not be transferable other than by will          or the laws of descent and distribution and, during the Optionee’s          lifetime, shall not be exercisable by any person other than the Optionee. 

    8.                 **INCORPORATION BY REFERENCE**. The terms and conditions of the Plan are          hereby incorporated by reference and made a part hereof. 

    9.                 **NOTICES**. Any notice or other communication given hereunder shall be          deemed sufficient if in writing and hand delivered or sent by registered or          certified mail, return receipt requested, addressed to the Company, 26 Harbor          Park Drive, Port Washington, New York 11050, Attention: Secretary and to the          Optionee at the address indicated below. Notices shall be deemed to have been          given on the date of hand delivery or mailing, except notices of change of          address, which shall be deemed to have been given when received. 

    10.                 **BINDING EFFECT**. This Agreement shall be binding upon and inure to the          benefit of the parties hereto and their respective legal representatives,          successors and assigns. 

    11.                 **ENTIRE AGREEMENT**. This Agreement and the Plan, contains the entire          understanding of the parties hereto with respect to the subject matter hereof          and may be modified only by an instrument executed by the party sought to be          charged. 

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