Humana employee stock options
AND AGREEMENT NOT TO COMPETE OR SOLICIT. UNDER THE STOCK INCENTIVE PLAN. WHEREAS, the Humana Inc.
WHEREAS, the Company desires to grant to Optionee an option to purchase shares of common stock of the Company in accordance with the Plan;. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and Optionee agree as follows: Effect of Termination of Employment on Option. If the employment of Optionee by the Company is terminated for Cause, all the rights of Optionee under this Agreement, whether or not exercisable, shall terminate immediately.
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In the event of a Change in Control, the Option granted in Section I shall become fully vested and immediately exercisable in its entirety. The form of payment shall be determined by the Committee. The purchase price shall be paid as follows: AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO SOLICIT.
Agreement Not To Compete. Agreement Not To Solicit. For purposes of Sections II.
A and B, the following definitions apply. Effect of Termination of Employment on Agreements Not to Compete and Not to Solicit.
In the event Optionee voluntarily resigns or is discharged by Company with Cause at any time prior to the vesting of the Option, the prohibitions on Optionee set forth in Sections II. B shall remain in full force and effect. In the event Optionee is discharged by Company other than with Cause prior to the vesting herein of the Option, the prohibitions set forth in Section II.
In the event Optionee is discharged by Company other than with Cause prior to vesting herein of the Option, the prohibitions set forth in Section II.
B above shall remain in full force and effect. After the vesting of the Option, the prohibitions on Optionee set forth herein shall remain in full force and effect, except as otherwise provided in Section II.
Effect Of Change In Control on Agreements Not to Compete and Not to Solicit.
In the event of a Change in Control, the prohibitions on Optionee set forth in Section II. Such sums shall be in addition to any other amounts paid or payable to Optionee with respect to other change in control agreements. Notwithstanding any other provision herein to the contrary, the provisions of this Section II of the Agreement, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflicts or choice of laws rules or principles that might otherwise refer construction or interpretation of this Section II to the substantive law of another jurisdiction.
Injunctive Relief; Invalidity of Any Provision.
If any provision of this Section II is determined by a court of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and as so amended, shall be enforceable. The parties further agree to execute all documents necessary to evidence such amendment. This Agreement shall be binding and conclusive upon each successor and assign of the Company.
This Agreement may only be amended by a writing executed by each of the parties hereto. Except as to matters of federal law and the provisions of Section II hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules.
Jurisdiction; Service of Process.
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Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the Commonwealth of Kentucky, County of Jefferson, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Kentucky, and each of the parties consents to the jurisdiction of such courts and of the appropriate appellate courts in any such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
Humana Inc. (HUM) Option Chain - Stock Puts & Calls - uqyhadet.web.fc2.com
If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any relevant jurisdiction, or would disqualify this Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Agreement shall remain in full force and effect.
Should Optionee attempt to assign, transfer, pledge, alienate or hypothecate this Option or any rights hereunder in any manner whatsoever, such action shall constitute a breach of the covenants hereunder and Company may terminate this Option as to any then unexercised shares.
Any term used herein and not otherwise defined herein shall have the same meaning as in the Plan. Any conflict between this Agreement and the Plan will be resolved in favor of the Plan. Any disputes or questions of right or obligation which shall result from or relate to any interpretation of this Agreement shall be determined by the Committee.
Any such determination shall be binding and conclusive upon Optionee and any person or persons claiming through Optionee as to any rights hereunder. IN WITNESS WHEREOF , Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and Optionee has executed this Agreement, each as of the day first above written.