EXHIBIT10.37**STOCKOPTION AGREEMENT** made as of **May 6, 2005** between **NATIONAL MEDICAL HEALTH CARDSYSTEMS, INC.**, a Delaware corporation (the “Company”),and **Robert Kordella** (“Optionee”).**WHEREAS**, the Optionee is an employee of the Company or a subsidiary thereof;**WHEREAS**, the Company desires to provide to the Optionee an additional incentive to promotethe 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 theterms and conditions of the 1999 Stock Option Plan (the “Plan”) and upon and subject to thefollowing terms and conditions:          1.**GRANT OF OPTION.** The Company hereby grants to theOptionee the right and option (the “Option”) to purchase**Twenty Thousand (20,000)** CommonShares of the Company (the “Option Shares”) during the following periods:               (a) Allor any part of **Five Thousand (5,000)** Common Shares may be purchased during the periodcommencing one year from the date hereof and terminating at **5:00P.M. on May 2, 2015** (the“Expiration Date”).               (b) Allor any part of **Five Thousand (5,000)** Common Shares may be purchased during the periodcommencing two years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.               (c) Allor any part of **Five Thousand (5,000)** Common Shares may be purchased during the periodcommencing three years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.               (d) Allor any part of **Five Thousand (5,000)** Common Shares may be purchased during the periodcommencing four years from the date hereof and terminating at 5:00 P.M. on the Expiration Date.          2.**NATURE OF OPTION.** Such Options to purchase the Option Shares are intended to meet therequirements 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 **Twenty OneDollars and 70/100 Cents ($21.70)** (the “Option Price”). The Company shall pay all original issueor 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 annexedhereto as Exhibit A) and payment of the Option Price as provided for in the Plan, the Companyshall tender to the Optionee certificates issued in the Optionee’s name evidencing thenumber of Option Shares covered thereby.
 

 
          5. **TRANSFERABILITY.**The Option shall not be transferable other than by will or thelaws of descent and distribution and, during the Optionee’s lifetime, shall not be exercisableby any person other than the Optionee.          6. **INCORPORATION BY REFERENCE.**The terms and conditions of the Plan are herebyincorporated by reference and made a part hereof.          7. **NOTICES.**Any notice or other communication given hereunder shall be deemedsufficient if in writing and hand delivered or sent by registered or certified mail, return receiptrequested, 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 tohave been given on the date of hand delivery or mailing, except notices of change of address, whichshall be deemed to have been given when received.          8. **BINDING EFFECT.**This Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective legal representatives, successors and assigns.          9. **ENTIRE AGREEMENT.**This Agreement, together with the Plan, contains the entireunderstanding of the parties hereto with respect to the subject matter hereof and may be modifiedonly 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 firstabove written.     **NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.**     By: /s/ Jonathan Friedman     Jonathan Friedman, VP of Legal Affairs     /s/ Robert J. Kordella     Signature of Optionee     Robert J. Kordella     Name of Optionee     145 Stilwell Court  Pittsburgh, PA 15228     Address of Optionee
 

 
**EXHIBIT A****NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.****OPTIONEXERCISE FORM**     The undersigned hereby irrevocably elects to exercise the within Option dated                                          to the extent ofpurchasing                                          Common Shares of National Medical Health Card Systems, Inc. The undersigned hereby makesa payment of$                                        in payment therefor.           Name of Optionee        Signature of Optionee        Address of Holder        Date