2006 Long-Term Incentive Plan


    Exhibit
      10.3

    


    


    


    EXPRESS
      SCRIPTS, INC.

    2000
      LONG-TERM INCENTIVE PLAN

    STOCK
      APPRECIATION RIGHT GRANT NOTICE

    


    Notice
      is
      hereby given of the following stock appreciation right (the “SAR”) granted by
      Express Scripts, Inc. (the “Company”) pursuant to the following terms and
      conditions:

     

    
      	
               ·

               

            	 	
              Grantee:

               

            	
              _____________________________

               

            	 
	
               ·

               

            	 	
              Grant Date:

               

            	
              _____________________________

               

            	 
	
               ·

               

            	 	
              Vesting Commencement Date:

               

            	
              _____________________________

               

            	 
	
               ·

               

            	 	
              Exercise Price Per SAR Share:

               

            	_____________________________
	 
	
               ·

               

            	 	
              Number of SAR Shares:

               

            	
              _____________________________

               

            	 
	
               ·

               

            	 	
              Term/Expiration Date of SAR:

               

            	
              _____________________________

               

            	 
	
               ·

               

               

               

               

               

               

            	 	
              Vesting Schedule:
                The Stock Units granted pursuant to the SAR shall be vested and
                exercisable in accordance with the following vesting schedule, subject
                to
                Grantee’s continued service with the Company and other conditions, to the
                extent provided in the SAR Agreement and the Plan:

               

              
                -
                  One-third (1/3) vests and becomes exercisable on
                  _______________________

                
                  -
                    An additional one-third (1/3) vests and becomes exercisable on
                    __________________

                  
                    -
                      The final one-third (1/3) vests and becomes exercisable on
                      ______________________

                  

                

              

              
                 

              

            
	
               ·

               

               

               

            	 	
               Other Provisions:
                The SAR is granted subject to, and in accordance with, the terms
                of the
                Stock Appreciation Right Award Agreement (the “SAR Agreement”) attached
                hereto as Exhibit
                A
                and the Express Scripts, Inc. 2000 Long-Term Incentive Plan (the
“Plan”)
                attached hereto as Exhibit
                B.  

                     

            
	 	 	
              This
                SAR is granted under, and governed by, the terms and conditions of
                this
                Grant Notice, the Plan and the SAR Agreement.

               

            
	 	 	DATED ________________________	 	 


    

    
       

    

    


    EXPRESS
      SCRIPTS, INC.

    


    


    By: _____________________________

     

    


    


    Attachments:

    Exhibit
      A— SAR Agreement

    Exhibit
      B—Express Scripts, Inc. 2000 Long-Term Incentive Plan

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    


    EXPRESS
      SCRIPTS, INC.

    2000
      LONG-TERM INCENTIVE PLAN

    STOCK
      APPRECIATION RIGHT AWARD AGREEMENT

    


    


    Express
      Scripts, Inc., a Delaware corporation ( “Company”), has granted you (“Grantee”)
      a stock appreciation right (“SAR”) pursuant to the terms and conditions set
      forth in your Stock Appreciation Right Grant Notice (“Grant Notice”) and this
      Stock Appreciation Right Award Agreement (“SAR Agreement”).

    


    The
      SAR
      is granted pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive Plan
      (the “Plan”), pursuant to which SARs, and other awards, may be granted to key
      personnel of the Company or an Affiliate. Terms not defined in this SAR
      Agreement shall have the meanings ascribed to them in the plan.

    


    The
      details of your SAR are as follows:

    


    1.    Grant
      of SAR.
      The
      committee appointed by the Board of Directors of the Company to administer
      the
      Plan (the “Committee”) has approved your SAR. The number of SAR Shares subject
      to your SAR and the Exercise Price Per Share are set forth in the Grant Notice.
      The SAR shall be subject to the terms and conditions of the Plan, which is
      incorporated herein by reference. 

    


    2.    Term
      of SAR.
      This
      SAR may be exercised only within the Term set forth in the Grant Notice, and
      may
      be exercised during such Term only in accordance with the Plan and the terms
      of
      this SAR Agreement.

    


    3.    Exercise
      of SAR.

                    

                   (a)    Right
      to Exercise.
      This
      SAR is exercisable during its Term in accordance with the Vesting Schedule
      set
      forth in the Grant Notice and the applicable provisions of the Plan and this
      SAR
      Agreement. In the event of a Change in Control (as defined in the Plan) or
      Grantee’s death, Disability (as defined in the Plan) or other termination of
      Grantee as an employee, Non-Employee Director (as defined in the Plan) or
      consultant, the exercisability of the SAR is governed by the applicable
      provisions of the Plan.

     

               (b)    Method
      of Exercise.
      This
      SAR is exercisable by delivering a Notice of SAR Exercise available from the
      Company or otherwise via procedures provided by the Company from time to time,
      including through a third-party incentive plan record keeper. If exercise is
      made via a Notice of SAR Exercise, the Notice of SAR Exercise shall be signed
      by
      the Grantee and shall be delivered in person or by certified mail to the
      Secretary of the Company.

     

               (c)    Terms
      of Exercise.
      Upon
      proper exercise of any vested portion of the SAR, Grantee shall be entitled
      to
      receive the excess of (i) the Fair Market Value of the specified number of
      SAR
      Shares (which shall be equal, on a per share basis to the Fair Market Value
      of
      Stock (as defined in the Plan)) as of the date of exercise over (ii) the
      Exercise Price Per Share of the specified number of SAR Shares. Such excess,
      if
      any, shall be paid in whole shares of the Stock with a value per share equal
      to
      the Fair Market Value of the Stock as of the date of exercise, provided that
      fractional shares of the Stock shall be rounded down to the nearest whole
      share.

    


    4.    Non-Transferability
      of SAR.
      This
      SAR may not be transferred in any manner otherwise than by will or by the laws
      of descent or distribution and may be exercised during the lifetime of Grantee
      only by Grantee. The terms of the Plan and this SAR Agreement shall be binding
      upon the executors, administrators, heirs, successors and assigns of
      Grantee.

    


    5.    Stockholder
      Rights.
      Grantee
      shall not have any stockholder rights with respect to the SAR Shares granted
      pursuant to this SAR or any shares of the Stock which could be received pursuant
      to any exercise of the SAR, unless and until Grantee shall have exercised the
      SAR in accordance with Section 3 hereof and received shares of
      Stock.

    


    6.    Adjustments
      Upon Changes in Capitalization or Corporate Acquisitions.
      Should
      any change be made to the Stock by reason of any Fundamental Change (as defined
      in the Plan), reorganization, recapitalization, reclassification, stock
      dividend, stock split, reverse stock split, stock combination, rights offering,
      spin-off or other relevant change, appropriate adjustments shall be made to
      (a)
      the total number and/or class of securities subject to this SAR, and (b) the
      Exercise Price Per Share set forth in the Grant Notice in order to reflect
      such
      change and thereby preclude a dilution or enlargement of benefits hereunder.
      

    


    7.    Compliance
      with Laws and Regulations.
      Notwithstanding anything herein to the contrary, no shares of Stock shall be
      issued pursuant to the exercise of this SAR unless such issuance and exercise
      complies with all relevant provisions of law and the requirements of any stock
      exchange or quotation service upon which the shares of Stock are then listed.
      

    


    8.    Committee
      Discretion.
      The
      Committee shall have plenary authority to (a) interpret any provision of this
      SAR Agreement, (b) make any determinations necessary or advisable for the
      administration of this SAR Agreement, and (c) modify or amend any provision
      hereof in any manner which does not materially and adversely affect any right
      granted to Grantee by the express terms hereof, unless required as a matter
      of
      law. 

    


    9.    Withholding
      Obligations.
      At the
      time Grantee exercises his or her SAR, in whole or in part, or at any time
      thereafter requested by the Company, Grantee must authorize withholding from
      payroll, and any other amounts payable to Grantee, and must otherwise make
      adequate provision for any sums required to satisfy the federal, state and
      local
      tax withholding obligations of the Company or an Affiliate, if any, which arise
      in connection with the SAR. Upon Grantee’s request, as indicated on the Notice
      of SAR Exercise or via other procedures authorized by the Company, Grantee
      may
      elect to have any such withholding obligations satisfied by: (i) delivering
      cash; (ii) delivering part or all of the withholding payment in previously
      owned
      shares (which have been held by Grantee for at least six months) of Stock
      (whether or not acquired through the prior exercise of an SAR; and/or (iii)
      irrevocably directing the Company to withhold from the shares of Stock that
      would otherwise be issued to Grantee upon the exercise of the SAR that number
      of
      whole shares of Stock having a fair market value, determined by the Company,
      in
      its sole discretion, equal to the amount of tax required to be withheld, but
      not
      to exceed the Company’s required minimum statutory withholding. 

    


    10.    Governing
      Law.
      To the
      extent federal law does not otherwise control, this Agreement shall be governed
      by the laws of the State of Delaware, without giving effect to principles of
      conflicts of laws.

    


    11.    SAR
      Not A Service/Employment Contract.
      Neither
      the Grant Notice nor this SAR Agreement creates a service or employment contract
      and in no way obligates Grantee to remain in the employ of the Company or an
      Affiliate, or in no way obligates the Company or an Affiliate to continue
      Grantee’s employment. In addition, neither the Grant Notice nor this SAR
      Agreement obligates the Company or an Affiliate, or their respective
      stockholders, boards of directors, officers or employees to continue any
      relationship that Grantee might have as a Non-Employee Director or consultant
      for the Company or an Affiliate.