Exhibit 10.28


 


EXECUTION COPY


 


DUANE READE HOLDINGS, INC.


 


2004 MANAGEMENT STOCK OPTION PLAN


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS OPTION AGREEMENT
(the “Agreement”), dated as of July 30, 2004, is made by and between Duane
Reade Holdings, Inc., a Delaware corporation (the “Company”) and ___________ (“Optionee”).


WHEREAS, the Company
adopted the Duane Reade Holdings 2004 Management Stock Option Plan (the “Plan”),
pursuant to which stock options may be granted to purchase Common Stock of the
Company; and


WHEREAS, the Company
desires to grant the Optionee a Nonqualified Stock Option to purchase the
number of shares of the Common Stock provided for herein.


NOW, THEREFORE, in
consideration of the recitals and the mutual agreements herein contained, the
parties hereto agree as follows:


1.             Grant of Option.


(a)           The Company hereby grants to the
Optionee an option (“Option”) to purchase __________ shares of Common Stock of
the Company (such shares, the “Option Shares”) on the terms and conditions set
forth in this Agreement and as otherwise provided in the Plan.  This Option is not intended to be treated as
an Incentive Stock Option, as such term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended.0


(b)           Incorporation by Reference, Etc.  The provisions of the Plan are hereby
incorporated herein by reference.  Except
as otherwise expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized terms not
otherwise defined in this Agreement shall have the meaning set forth in the
Plan.


2.             Terms and Conditions.


(a)           Purchase Price.  The price at which the Optionee shall be
entitled to purchase Option Shares upon the exercise of all or any portion of
this Option shall be $100.00 per Option Share.


(b)           Expiration Date.  The Option shall expire at 11:59 p.m. Eastern
Standard Time on the tenth anniversary of the Effective Date (the “Expiration
Date”).


 





















 


(c)           Exercisability of Option.  Except as provided in Sections 2(d) and 2(f)
hereof, subject to the Optionee’s continued employment with the Company or its
Affiliates, twenty percent (20%) of the shares of Common Stock
underlying the Option shall vest on each of the first, second, third, fourth
and fifth anniversaries of the Effective Date.


(d)           Change In Control.  Notwithstanding Section 2(c) hereof,
immediately prior to a Change in Control (as defined below), occurring prior to
the IPO, the Option shall become vested and exercisable to the extent necessary
for the Optionee (i) to exercise his rights pursuant to a Tag-Along Sale (as
defined in the Stockholders Agreement) (the “Tag-Along Right”) and (ii) to
satisfy the Company’s rights with respect to a Drag-Along Sale (as defined in
the Stockholders Agreement) (the “Drag-Along Right”), in each case, as provided
in the Stockholders Agreement. 
Accordingly, the Option shall vest (in addition to the portion vested
pursuant to Section 2(c) hereof) in the case of a Drag-Along Sale in an amount
such that after giving effect to such acceleration, the Option shall be vested
in the aggregate as to the same percent as the Parent Transfer Percentage
Interest proposed to be transferred pursuant to such Drag-Along Sale.  Similarly, the Option shall vest (in addition
to the portion vested pursuant to Section 2(c) hereof) in the case of a
Tag-Along Sale in an additional amount such that after giving effect to such
acceleration, the Option shall be vested in the aggregate as to the excess,
if any, of (A) the number of shares of Common Stock to be acquired through
the exercise of the Option equal to the product of (x) the Optionee’s Percentage
Interest as of such date (the numerator of such Percentage Interest to be
calculated only as to the Optionee’s Option and not shares of Common Stock held
by the Optionee) multiplied by (y) the number of shares of Common
Stock proposed to be transferred by the Parent Stockholders (or the Parent
Transfer Units in the case of a Parent Tag-Along Sale) over (B) the
number of shares of Common Stock underlying the vested portion of the Option
(without regard to this section) as of the date of such Tag-Along Sale.


                                For purposes of
this Agreement, the terms “Parent Stockholders,” “Percentage Interest,” “Parent
Transfer Percentage Interest,” “Parent Transfer Units” and “Parent Tag-Along Sale”
shall have the meaning ascribed such terms in the Stockholders Agreement.


(i)            For purposes of this Agreement the
term “Change in Control” shall mean the first of any of the following events to
occur after the Effective Date:


A.            any independent third party (which
shall exclude, without limitation, the OH Affiliates, DRS, LLC and any
Subsidiary of DRS, LLC) (x) by merger or otherwise is or becomes the beneficial
owner directly or indirectly, of securities of Duane Reade Inc., a wholly owned
subsidiary of the Company (“DRI”), representing 50% or more of the combined
voting power of DRI’s then outstanding securities, and (y) has the right to
appoint a majority of the members of the Board in each case other than by a
merger or other transaction in which the shareholders of 


 


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DRI immediately prior to
the merger own a majority of the surviving entity or its parent;


B.            any stockholder of DRI (other than
DRS, LLC or any Subsidiary of DRS, LLC) (x) acquires a greater voting interest
in DRI’s outstanding Common Stock than the OH Investor Group and (y) has the
authority to appoint a majority of the members of the Board;


C.            DRI adopts a plan of complete
liquidation (other than a liquidation into DRS, LLC or any Subsidiary of DRS,
LLC) of DRI or consummates an agreement for the sale or disposition by DRI of
all or substantially all of DRI’s assets to an independent third party;


D.            at any time prior to the IPO, the
failure by OH to designate one or more OH related persons to serve as its
directors (it being understood that if DRI is required to appoint independent
directors by law or inter-dealer quotation system or exchange rules, or OH’s
designee is otherwise prevented from serving, OH may designate non-OH related
persons to serve as such); or


E.             at any time prior to the IPO, the
failure of OH to retain and utilize its power to appoint more than 51% of the
directors appointable by the OH Investor Group (for example, if the OH Investor
Group has the right to appoint five directors, OH shall appoint at least three
directors and such directors shall be OH related persons or, if necessary,
independent directors).


(e)           Method of Exercise.  The Option may be exercised only by written
notice, in a form to be provided by the Committee, and delivered by the
Optionee in person or sent by mail in accordance with Section 4(a) hereof
and, in either case, accompanied by payment therefor.  The Option Price shall be payable (i) in cash
and/or shares of Stock valued at the Fair Market Value at the time the Option
is exercised (including by means of attestation of ownership of a sufficient
number of shares of Stock in lieu of actual delivery of such shares to the
Company); provided, however, that such shares are not subject to
any pledge or other security interest and have either been held by the Optionee
for six months, previously acquired by the Optionee on the open market or meet
such other requirements as the Committee may determine necessary in order to
avoid an accounting earnings charge in respect of the Option), (ii) by means of
a cashless exercise whereby the number of shares of Common Stock of the Company
to be received by the Optionee shall equal the difference between (A) the
number of shares of Common Stock that would be received by the Optionee upon
such exercise had the Optionee paid the Exercise Price in respect of the
underlying shares in cash less (B) a number of shares of Common Stock of the
Company, the aggregate fair market value of which is equal to the aggregate
Exercise Price that would have been paid as determined pursuant to the
immediately preceding clause (A) (provided, however, that this
clause (ii) shall only apply in connection with the IPO, or the exercise of a
Tag-Along Right or Drag-Along Right, unless the Company elects or has elected
to account for stock options in 


 


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accordance with FAS 123), (iii) in the discretion of
the Committee, either (A) in other property having a fair market value on the
date of exercise equal to the Option Price or (B) if there shall be a public
market for the Stock, by delivering to the Committee a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
loan proceeds, or proceeds of the sale of the Stock subject to the Option,
sufficient to pay the Option Price or (iv) by such other method as the
Committee may allow.  Notwithstanding the
foregoing, in no event shall the Optionee be permitted to exercise an Option in
the manner described in clause (ii) of the preceding sentences if the Committee
determines that exercising an Option in such manner would violate applicable
law, or the applicable rules and regulations of the Securities and Exchange
Commission and the applicable rules and regulations of any securities exchange
or inter-dealer quotation system on which the securities of the Company or any
of its affiliates are listed or traded.


(f)            Exercise Upon Termination of
Employment.  In the event that the
Optionee ceases to be employed by the Company and its Affiliates the Option
held by the Optionee (to the extent then outstanding) shall terminate as
follows:


(i)            Without
Cause or With Good Reason.


A.            If
the Company or its Affiliates terminates the Optionee’s employment without
Cause or the Optionee resigns for Good Reason (as defined below) at any time
prior to the first anniversary of the Effective Date, then 20% of the shares of
Common Stock underlying the Option shall become fully vested and exercisable
and shall remain exercisable until a period of ninety (90) days following such
termination of employment, and shall thereafter terminate; provided,  however,
that if the Optionee dies prior to the expiration of such ninety (90) day
period, the Optionee’s estate shall have an additional 120 days from the
Optionee’s death to exercise the Option and upon the expiration of such period
the Option shall thereafter terminate. 
For purposes of this Agreement, the terms “Cause” and “Good Reason” have
the meanings set forth in the Optionee’s employment agreement with DRI in
effect on the Effective Date regardless of whether or not such agreement is in effect
on the applicable date.  The Option to
the extent not vested and exercisable shall terminate and expire on the date of
such termination of employment without further consideration to the Optionee.


B.            If the Company or its Affiliates
terminate the Optionee’s employment without Cause or the Optionee resigns for
Good Reason at any time on or after the first anniversary of the Effective Date
the Option to the extent vested shall remain exercisable until the earlier of
(x) the Expiration Date or (y) a period of ninety (90) days following
such termination of employment; provided,  however, that if the Optionee
dies prior to the expiration of such ninety (90) day period, the Optionee’s
estate shall have an additional 120 days from the Optionee’s death to exercise
the Option, and upon the expiration of such period the Option shall 


 


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thereafter
terminate.  The Option to the extent not
vested and exercisable shall terminate and expire on the date of such termination
of employment without further consideration to the Optionee.


(ii)           For Cause or Without Good Reason.  If the Optionee’s employment is terminated by
the Company or its Affiliates for Cause or the Optionee resigns without Good
Reason, then the Option whether or not exercisable at the time of the Optionee’s
termination of employment shall terminate and expire on the date of such
termination of employment, without further consideration to the Optionee.


(iii)          Death.  If the Optionee’s employment with the Company
or its Affiliates is terminated by reason of his death, then (x) the Option to
the extent not exercisable at the time of the Optionee’s death shall terminate
and expire on the date of his death without further consideration to the
Optionee or his estate and (y) the Option to the extent vested shall be subject
to the following provisions:


A.            If the Optionee’s employment with
the Company or its Affiliates is terminated by reason of his death after the
IPO then (1) the Option to extent not exercisable at the time of the
Optionee’s death shall terminate and expire on the date of his death without
further consideration to the Optionee or his estate and (2) the Option to
the extent vested shall remain exercisable through the first anniversary of his
death.


B.            If the Optionee’s employment with
the Company or its Affiliates is terminated by reason of his death prior to the
IPO, the Optionee’s estate shall have the right, in accordance with this
Section 2(f)(iii), to have the Option to the extent vested as of the date
of the Optionee’s death purchased by the Company (the “Repurchase Right”).  The purchase price payable pursuant to the
Repurchase Right (the “Repurchase Price”) with respect to such Option shall
equal the excess, if any, of the Fair Market Value (determined in accordance
with the immediately following sentence) of the shares of Common Stock
underlying the vested portion of the Option over the aggregate Exercise Price
of the vested portion of such Option. 
Notwithstanding anything herein or in the Plan to the contrary, Fair
Market Value of a share of Common Stock of the Company solely for purposes of
computing the Repurchase Price shall be determined in good faith by the Board,
in its sole and reasonable discretion based on the value of the Company as a
whole, on a fully diluted basis, taking into account the number of shares of
Common Stock then outstanding and issuable upon the exercise of the Options on
a cashless exercise basis, without any control premium and without any discount
for lack of transferability or minority position.  The Repurchase Price shall be determined in
accordance with this Section 2(f)(iii)B either as of (x) the date of the
Optionee’s death, provided that his estate provides the Company with a
Repurchase Notice (as defined below) 


 


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no later than 120 days
following such death and in such notice irrevocably elects to have the
Repurchase Price determined as of the date of the Optionee’s death or (y) if
the estate does not make the election provided in clause (x) of this sentence
then as of the fifth anniversary of the Effective Date.  For the avoidance of doubt, if the estate
fails to provide a Repurchase Notice within 120 days following the Optionee’s
death, but provides a Repurchase Notice at a later date prior to the Lapse Date
(as such term is defined in Section 2(f)(iii)(C)) then the Repurchase Price
shall be determined as of the fifth anniversary of the Effective Date.


C.            The Repurchase Right shall be
effective following the Optionee’s death, but no payment shall be due or owing prior
to the fifth anniversary of the Effective Date and the estate of the deceased
Optionee may exercise the Repurchase Right by providing the Company with a
written notice of exercise of the Repurchase Right (the “Repurchase Notice”)
through the later of (x) six months following the fifth anniversary of
the Effective Date or (y) six months following the death of the Optionee (such
later date, the “Lapse Date”).  If the
Optionee dies prior to the fifth anniversary of the Effective Date, his estate shall
retain the Repurchase Right through the Lapse Date.  Notwithstanding anything to the contrary
herein, the Repurchase Right shall expire upon the IPO.


D.            If the deceased Optionee’s estate
does not provide the Company with a Repurchase Notice prior to the Lapse Date
then the Repurchase Right shall expire on the Lapse Date.  If the Optionee’s estate provides the Company
with a Repurchase Notice on or prior to the Lapse Date, then, subject to
limitations set forth in Section 2(f)(iii)(E) the Company shall pay the
Repurchase Price to the Optionee’s estate not later than 30 days following
receipt by the Company of the Repurchase Notice.


E.             Notwithstanding anything to the
contrary contained herein, the Company shall not be required to pay the
Repurchase Price to the Optionee’s estate, and no interest shall accrue to such
estate, where (x) the delivery of the Repurchase Price would violate (or
is reasonably likely to cause a violation of ) the Company’s, DRI’s or DRS, LLC’s
credit agreements, indentures or other financing agreements or (y) if the
Company’s or DRI’s “Consolidated Debt” to “EBITDA” (as each such term is
defined in the Employment Agreement entered into by and between Anthony J. Cuti,
DRI, the Company and DRS, LLC dated March 16, 2004, as amended) ratio is
greater than four to one (collectively, the “Financing Limitations”).  If at the time the Company receives the
Repurchase Notice the Company is subject to any Financing Limitation, the
obligation of the Company to pay the Repurchase Price shall continue to be
outstanding and shall not expire during any delay in payment caused by a
Financing Limitation and shall be reinstated and satisfied by the Company
promptly after such Financing Limitation ceases to apply.


 


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F.             If the deceased Optionee’s estate
does not provide the Company with a Repurchase Notice, or the Repurchase Right
expires upon the IPO, the Option to the extent vested shall, as of the date of
the Optionee’s death remain exercisable until 90 days following the earlier
of the date the IPO becomes effective and the Lapse Date but in no event
earlier than six months following the date of death.


G.            Notwithstanding anything to the
contrary, the provisions of this Section 2(f)(iii) hereof shall not
apply in the event the Optionee’s employment with the Company or its Affiliates
is terminated for any reason prior to death.


(iv)          Disability.  If the Optionee’s employment with the Company
or its Affiliates is terminated by reason of his Disability, then the Option to
the extent vested and exercisable shall remain exercisable until the earlier of
(x) the Expiration Date or (y) a period of one year following such
termination of employment and shall thereafter terminate and expire without
further consideration to the Optionee. 
The Option to the extent not vested on the date of such termination
shall terminate and expire without further consideration to the Optionee.


(g)           Transferability.  Other than as provided in Section 2.2 of the
Stockholders Agreement or Section 8(h) of the Plan, the Option may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Optionee other than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company; provided, that, the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.  No such
permitted transfer of the Option to heirs or legatees of the Optionee shall be
effective to bind the Company unless the Committee shall have been furnished
with written notice thereof and a copy of such evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions hereof.  During the Optionee’s lifetime, the Option is
exercisable only by the Optionee, his or her legal representative or a
Permitted Transferee.  For purposes of
this Agreement, Permitted Transferee shall have the meaning set forth in both the
Plan and Section 2.2 of the Stockholders Agreement.


(h)           Rights as Stockholder.  The Optionee shall not be deemed for any
purpose to be the owner of any of the Option Shares subject to this Option
unless, until and to the extent that (i) the Option shall have been
exercised pursuant to its terms and (ii) the Company shall have issued and
delivered to the Optionee the Option Shares. 
The Option Shares shall be subject to the terms and conditions set forth
in the Stockholders Agreement.


(i)            Drag-Along, Tag Along,
Registration and Related Rights. 
Notwithstanding anything herein to the contrary, the vested portion of
the Option and all of the Option Shares acquired upon the exercise of the
Option shall be subject to all 


 


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applicable provisions of the Stockholders Agreement
and the Preemptive Rights Agreement, dated as of July 30, 2004, by and
among OH, DRS, LLC, the Company and Anthony J. Cuti and certain other members
of the management of DRI (the “Preemptive Rights Agreement”).


(i)            In connection with the IPO, the
Optionee may elect to convert the Option into an option to purchase an Equity
Security of the IPO Entity, with the terms of such Option (including its Option
Price) being equitably adjusted by the Committee in accordance with Section 9
of the Plan (the “Converted Option”).


(ii)           Within a reasonable time following the
IPO, the applicable IPO Entity, shall use its commercially reasonable efforts
to register under the Securities Act, the Equity Securities of the applicable
IPO Entity to be acquired upon the exercise of the Converted Option, or the
shares of Common Stock sufficient to cover the Option, as applicable, by filing
a Registration Statement on Form S-8 (or any successor or similar forms
thereto); unless in the reasonable judgment of the Board or the Board of
Directors of the applicable IPO Entity (or of the managing underwriter in the
IPO) such a registration could reasonable be expected to have an adverse effect
on the market for the securities being registered in the IPO; provided, however,
that the resale of any shares of Common Stock distributed pursuant to an Award
shall be restricted as if the volume and manner of sale restrictions of Rule
144 (without regard to Rule 144 (k)) were applicable.


(iii)          In connection with a Drag-Along Sale
(as defined in the Stockholders Agreement), the Company may require the
Optionee to, and the Optionee in such event shall, exercise (pursuant to the
method or methods that may be elected by the Optionee pursuant to Section 2(e)
hereof) the vested portion of the Option (after giving effect to Section 2(d)
hereof) to the extent necessary to satisfy the Company’s Drag-Along Right as
set forth in Sections 2.3 and 2.6 of the Stockholders Agreement.


(iv)          In connection with a
Tag-Along Sale (as defined in the Stockholders Agreement) if the Optionee
delivers the Tag-Along Exercise Notice (as defined in the Stockholders
Agreement) then he shall exercise (pursuant to the method or methods he so
elects pursuant to Section 2(e) hereof) the vested portion of the Option (after
giving effect to Section 2(d) hereof) to the extent necessary to satisfy his
participation in the Tag-Along Sale as provided in Sections 2.4 and 2.6 of the
Stockholders Agreement.


(j)            Withholding Taxes.  Prior to the delivery of a certificate or
certificates representing the Option Shares, and immediately following the
exercise of the Option, the Optionee must pay to the Company any amount that
the Company determines it is required to withhold under applicable federal,
state or local tax laws in respect of the exercise of the Option or the
transfer of Option Shares. 
Notwithstanding the foregoing, the Optionee may satisfy such withholding
obligation by any other method described in 


 


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Section 8(d) of the Plan or any combination of methods
described in Section 8(d) of the Plan; provided, however, that
such other method does not violate the terms of any credit agreement to which
the Company, or any of its Affiliates is a party or cause a default thereunder.


3.             Purchase for Investment; Other Representations of
Optionee.


(a)           Investment Intent.  In the event that the offering of Option
Shares with respect to which the Option is being exercised is not registered
under the Securities Act, but an exemption is available that requires an
investment representation or other representation, the Optionee, if electing to
purchase Option Shares, will be required to represent that such Option Shares
are being acquired for investment and not with a view to distribution thereof,
and to make such other reasonable and customary representations regarding
matters relevant to compliance with applicable securities laws as are deemed
necessary by counsel to the Company. 
Stock certificates evidencing such unregistered Option Shares that are
acquired upon exercise of the Options shall bear restrictive legends as are
required or advisable under the provisions of any applicable laws or in the
Stockholders Agreement.


(b)           Other Representations.  The Optionee hereby represents and warrants
to the Company as follows:


(i)            Access to Information.  Because of the Optionee’s business
relationship with the Company and with the management of the Company, the
Optionee has had access to all material and relevant information concerning the
Company, thereby enabling the Optionee to make an informed investment decision
with respect to his investment in the Company, and all pertinent data and
information requested by the Optionee from the Company or its representatives
concerning the business and financial condition of the Company and the terms
and conditions of this Agreement have been furnished.  The Optionee acknowledges that the Optionee
has had the opportunity to ask questions of and receive answers from and to
obtain additional information from the Company and its representatives
concerning the present and proposed business and financial condition of the
Company.


(ii)           Financial Sophistication.  The Optionee has such knowledge and
experience in financial and business matters that the Optionee is capable of
evaluating the merits and risks of investing in the Option Shares.


(iii)          Understanding the Investment Risks.  The Optionee understands that:


A.            An investment in the Option Shares
represents a highly speculative investment, and there can be no assurance as to
the success of the Company in its business; and


B.            There is at present no market for
the Option Shares and there can be no assurance that a market will develop in
the future.


 


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(iv)          Understanding of the Nature of the
Option Shares.  The Optionee
understands and agrees that:


A.            Other than as reflected herein or in
the Stockholders Agreement, there can be no assurance that the Option Shares
will be registered under the Securities Act or any state securities laws and if
they are not so registered, they will only be issued and sold in reliance upon
certain exemptions contained in the Securities Act and applicable state
securities laws, and the representations and warranties of the Optionee
contained herein, which will have to be renewed as to the Option Shares at the
times of exercise of the Option, are essential to any claim of exemption by the
Company under the Securities Act and such state laws.  It is understood that the Company’s intent is
that the purchase of the Option Shares pursuant to an exercise of the Option not
be covered by Rule 701 under the Securities Act, and that another exemption, if
necessary, will need to be found in respect of the exercise of the Option;
provided that the Company may determine at time of the exercise of the Option
(which determination must be in writing) that Rule 701 does apply to such
exercise;


B.            If the Option Shares are not so
registered, the Option Shares will be “restricted securities” as that term is
defined in Rule 144 promulgated under the Securities Act;


C.            The Option cannot be exercised and
the Option Shares will not be sold to the Optionee and the Optionee cannot
resell or transfer the Option Shares without registration under the Securities
Act and applicable state securities laws unless the Company receives an opinion
of counsel acceptable to it (as to both counsel and the opinion) that such
registration is not necessary, the cost of such opinion to be borne by the
Company;


D.            Only the Company can register the
Option Shares under the Securities Act and applicable state securities laws;


E.             Other than as provided in the
Stockholders Agreement and Section 2(i) hereof, the Company has not made any
representations to the Optionee that the Company will register the Option
Shares under the Securities Act or any applicable state securities laws, or
with respect to compliance with any exemption therefrom;


F.             The Optionee is aware of the
conditions for the Optionee’s obtaining an exemption for the resale of the
Option Shares under the Securities Act and any applicable state securities
laws; and


G.            The Company may, from time to time,
make stop transfer notations in its transfer records to ensure compliance with
the 


 


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Securities Act and any
applicable state securities laws, and any additional restrictions imposed by
state securities administrators.


4.             Miscellaneous.


(a)           Notices.  Any and all notices, designations, consents,
offers, acceptances and any other communications provided for herein shall be
given in writing and shall be delivered either personally or by registered or
certified mail, postage prepaid, which shall be addressed, in the case of the
Company to the Secretary of the Company at the principal office of the Company
and, in the case of the Optionee, to Optionee’s address appearing on the books
of the Company or to Optionee’s residence or to such other address as may be
designated in writing by the Optionee.


(b)           No Right to Continued Employment.  Nothing in the Plan or in this Agreement
shall confer upon the Optionee any right to continue in the employ of the
Company or its Affiliates shall interfere with or restrict in any way the right
of the Company or its Affiliates, which are hereby expressly reserved, to
remove, terminate or discharge the Optionee at any time for any reason whatsoever.


(c)           Bound by Plan.  By signing this Agreement, the Optionee
acknowledges that he has received a copy of the Plan and has had an opportunity
to review the Plan and agrees to be bound by all the terms and provisions of
the Plan.


(d)           Adjustment.  Notwithstanding any provision of the Plan or
this Agreement to the contrary, in connection with a dividend or distribution
prior to an IPO, the Option Price shall be equitably reduced to the extent
appropriate and, if not appropriate, then such Option shall be equitably
adjusted by such other means as reasonably determined by the Committee in
accordance with to Section 9 of the Plan.


(e)           Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Company, its successors and assigns, and
of the Optionee and the beneficiaries, executors, administrators, heirs and
successors of the Optionee.


(f)            Invalid Provision.  The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.


(g)           Modifications.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


(h)           Entire Agreement.  This Agreement, the Plan, the Stockholders
Agreement and the Preemptive Rights Agreement, including all exhibits thereto,
contain the entire agreement and understanding of the parties hereto with
respect to the subject matter contained herein and therein and supersede all
prior communications, representations and negotiations in respect thereto.


 


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(i)            Governing Law.  This Agreement and the rights of the Optionee
hereunder shall be construed and determined in accordance with the laws of the
State of New York.


(j)            Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


(k)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties hereto on the first
set forth above.


 


 


 


	
   

  	
  DUANE READE HOLDINGS,
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