**EXHIBIT 10.6**

 

**FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS**

 

**STOCK OPTION AGREEMENT** made as of the     day of             ,              between **NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.**, a Delaware corporation(the “Company”), and                              (the “Optionee”). 

 

**WHEREAS,**the Optionee is a non-employee Director of the Company or asubsidiary thereof; 

 

**WHEREAS**, the Company desires toprovide to the Optionee an additional incentive to promote the success of the Company; 

 

**NOW, THEREFORE**, in consideration of the foregoing, the Company hereby grants to the Optionee (the “Grant”) the right and option to purchase Common Shares of the Company under and pursuant to the termsand conditions of the 1999 Stock Option Plan, as amended, (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”) during the following periods: 

 

(a) All or any part of (    ) Common Shares may bepurchased during the period commencing one year from the date hereof and terminating at 5:00 P.M. on             , 2012 (the “Expiration Date”). 

 

(b) All or any part of an additional             (    ) Common Shares may be purchased during the period commencing two years from the date hereof and terminating at 5:00 P.M. on the ExpirationDate. 

 

(c) All or any part of an additional             (    ) Common Shares may be purchased during the period commencing three years from the date hereof and terminating at 5:00 P.M. on the ExpirationDate. 

 

(d) All or any part of an additional             (    ) Common Shares may be purchased during the period commencing four years from the date hereof and terminating at 5:00 P.M. on the ExpirationDate. 

 

2. **NATURE OF OPTION**. Such Options topurchase the Option Shares are not 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             (    ) (the “Option Price”). The Company shall pay all original issue or transfer taxes on the exercise of the Option. 

4. **EXERCISE OF OPTIONS**. The Option shall be exercised in accordance with the provisions ofthe 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 theOptionee’s name evidencing the number of Option Shares covered thereby. 

 

5. **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 otherthan the Optionee. 

 

6. **INCORPORATION BYREFERENCE**. The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof. 

 

7. **NOTICES**. Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent byregistered 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 beengiven on the date of hand delivery or mailing, except notices of change of address, which shall be deemed to have been given when received. 

 

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

 

9.**ACCELERATION.**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 donot 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 anoutstanding 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 Controltransaction, 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 uponsuch Change in Control. 

 

10. **ENTIRE AGREEMENT**.This Agreement, together with 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. 

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the day and year first abovewritten. 

 
**NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.**By:
 

 

Jonathan Friedman, Chief Legal Officer and Secretary

 

 

Signature of Optionee

 

 

Name of Optionee

 

 

Address of Optionee

**EXHIBIT A**

 

**NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.**

 

**OPTION EXERCISE FORM**

 

The undersigned hereby irrevocably elects to exercise the within Option dated                     to the extent of purchasing                     Common Shares of National Medical Health Card Systems, Inc. The undersigned hereby makes a payment of$                     in payment therefor. 

 

 

Name ofOptionee

 

Signature ofOptionee

 

Address ofOptionee

 

Date