Express Scripts, Inc. Form of Stock Option Grant Notice


Exhibit 10.39


EXPRESS
SCRIPTS, INC.

2000
LONG-TERM INCENTIVE PLAN

STOCK
OPTION GRANT NOTICE




Notice is
hereby given of the following option grant (the “Option”) to purchase shares of
common stock, $0.01 par value per share, of Express Scripts, Inc. (the
“Company”) pursuant to the following terms and conditions:





	
      · 
       Optionee:

       
	
      ______________

	
      · 
       Grant
      Date:

       
	
      ______________

	
      · 
       Vesting
      Commencement Date: 

       
	
      ______________

	
      · 
       Exercise
      Price Per Share:

       
	
      ______________

	
      · 
       Number
      of Option Shares:

       
	
      ______________

	
      · 
       Term/Expiration
      Date of Option:

       
	
      ______________





	
      · 
       Type
      of Option:
	
      ____
      Incentive Stock Option

       

	 	
      ____
      Nonstatutory Stock Option







· 
 Vesting
Schedule: The
shares of common stock granted pursuant to the Option shall be vested and
exercisable in accordance with the following vesting schedule:







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







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




DATED:





EXPRESS
SCRIPTS, INC.







By: _____________________________

Thomas M.
Boudreau

Senior
Vice President and General 

Counsel
and Secretary




Attachments:

Exhibit
A— Stock Option Agreement


























EXHIBIT
A




EXPRESS
SCRIPTS, INC.

2000
LONG-TERM INCENTIVE PLAN

STOCK
OPTION AGREEMENT







Express
Scripts, Inc., a Delaware corporation ( “Company”), has granted you (“Optionee”)
an option (“Option”) to purchase shares of common stock of the Company, $0.01
par value per share (“Common Stock”), pursuant to the terms and conditions set
forth in your Stock Option Grant Notice (“Grant Notice”) and this Stock Option
Agreement (“Option Agreement”).




The
Option is granted pursuant to the Express Scripts, Inc. 2000 Long-Term Incentive
Plan (the “Plan”), pursuant to which options, and other awards, may be granted
to key personnel of the Company or an Affiliate. 




The
details of your Option are as follows:




1.     Grant
of Option. The
committee appointed by the Board of Directors of the Company to administer the
Plan (the “Committee”) has approved your Option. The number of shares of Common
Stock subject to your Option and the Exercise Price Per Share are set forth in
the Grant Notice. The Option shall be subject to the terms and conditions of the
Plan, which is incorporated herein by reference. If designated in the Grant
Notice as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”). However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), it shall nevertheless be treated as a Nonstatutory Stock Option
(“NSO”).




2.    Term of
Option. This
Option 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 Option Agreement.




3.     Exercise
of Option.

 

(a)     Right
to Exercise. This
Option 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
Option Agreement. In the event of a Change in Control (as defined in the Plan)
or Optionee’s death, Disability (as defined in the Plan) or other termination of
Optionee as an employee, Non-Employee Director (as defined in the Plan) or
consultant, the exercisability of the Option is governed by the applicable
provisions of the Plan.




(b)     Method
of Exercise. This
Option is exercisable pursuant to the procedures for exercise provided from time
to time by the Company and/or by a third-party vendor selected by the Company.
The Option exercise shall require payment of the aggregate exercise price as to
all exercised shares. The method of payment of the aggregate exercise price
shall be in a form approved by the Company in accordance with Section 7(a)(ii)
of the Plan. This Option shall be deemed to be exercised upon receipt and
approval by the Company (or the appropriate third party) of all required
exercise notices, together with full payment of the exercise price and such
additional documents as the Company (or the third-party vendor) may then
require.




4.     Non-Transferability
of Option. This
Option 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
Optionee only by Optionee. The terms of the Plan and this Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of
Optionee.




5.     Stockholder
Rights.
Optionee shall not have any stockholder rights with respect to the shares of
Common Stock granted pursuant to this Option until Optionee shall have exercised
the Option in accordance with Section 3 hereof.























6.     Adjustments
Upon Changes in Capitalization or Corporate Acquisitions. Should
any change be made to the Common 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 Option, 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 Common Stock shall
be issued pursuant to the exercise of this Option 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 Common Stock
are then listed. 




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




9.     Withholding
Obligations. At the
time Optionee exercises his or her Option, in whole or in part, or at any time
thereafter requested by the Company, Optionee must authorize withholding from
payroll, and any other amounts payable to Optionee, 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 Option. Upon Optionee’s request, Optionee 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 Optionee for at least six months) of Common Stock
(whether or not acquired through the prior exercise of an option; provided,
however, if the Common Stock used was acquired in connection with the exercise
of an ISO, then the ISO holding periods must be met before such Common Stock can
be used to satisfy Optionee’s withholding obligations in connection with this
Option); and/or (iii) irrevocably directing the Company to withhold from the
vested shares of Common Stock that would otherwise be issued to Optionee upon
the exercise of the Option that number of whole shares of Common 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. If the Option is an ISO, Optionee must
immediately notify the Company in writing in the event Common Stock received
pursuant to the Option is sold on or before the later of (a) two years after the
Grant Date (as set forth in the Grant Notice), or (b) one year after the
exercise date of the Option. Optionee may be subject to income tax withholding
by the Company in accordance with this Section 9 hereof with respect to the
compensation income recognized from such early disposition.




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