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DELAWARE
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0-20199
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43-1420563
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(State
or Other Jurisdiction of
Incorporation
or Organization
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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13900
Riverport Drive, Maryland Heights, MO
(Address
of Principal Executive Offices)
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63043
(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Name
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Title
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Number
of Shares of
Restricted
Stock
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Number
of Shares
Underlying
Stock
Options
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George
Paz
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President
& Chief Executive Officer
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4,676(1)
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N/A
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David
Lowenberg
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Chief
Operating Officer
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5,344(1)
27,295(2)
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35,108(2)
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Edward
J. Stiften
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Senior
Vice President & Chief Financial Officer
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6,242(3)
8,571(4)
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10,781(4)
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Thomas
M. Boudreau
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Senior
Vice President & General Counsel
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4,676(1)
13,648(2)
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19,310(2)
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Patrick
McNamee
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Senior
Vice President & Chief Information Officer
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N/A
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N/A
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| (1) |
Represents
the remaining one-third of a grant of shares of restricted stock
awarded
in 2003, which provided for accelerated vesting based on achievement
of
specified targets based on the Company’s consolidated earnings per share
and either EBITDA or free cash flow in 2005. The first two-thirds of
the grant vested in March, 2005 based on the achievement of similar
targets in 2004 and 2003. Absent the accelerated vesting, one-half
of the shares of restricted stock would have otherwise vested in
full in
May 2008 and the other half would have vested in full in May 2013.
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| (2) |
Represents
shares of restricted stock and options awarded in 2004 pursuant to
the
officer’s employment agreement and which provided for accelerated vesting
based on achievement of specified consolidated earnings per share
targets
in 2004 and 2005, subject to continued employment through March 31,
2006. The shares of restricted stock would have otherwise vested in
full on August 31, 2011 for Mr. Lowenberg and October 29, 2011 for
Mr.
Boudreau, and the options would have otherwise vested in full on
December
31, 2010 for both Messrs. Lowenberg and Boudreau. Based on the
targets achieved for 2004, vesting did not accelerate for a portion
of the
restricted stock grants (1,607 shares for Mr. Lowenberg, and 804
shares
for Mr. Boudreau) and remain subject to the original vesting
schedule. The options had a split-adjusted exercise price of $31.60
per share. For additional information regarding the employment agreements,
please see the 2005 Proxy Statement under the caption “Executive
Compensation — Employment Agreements — Employment Agreements
with Other Executive Officers” beginning on page 21. The
employment agreements are also listed as exhibits to this Current
Report
on Form 8-K and are hereby incorporated by reference
herein.
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| (3) |
Represents
the remaining one-half of a grant of shares of restricted stock awarded
in
2004, which provided for accelerated vesting based on achievement
of
specified targets based on the Company’s consolidated earnings per share
and either EBITDA or free cash flow in 2005. The first half of the
grant vested in March, 2005 based on the achievement of similar targets
in
2004. Absent the accelerated vesting, one-half of the shares of
restricted stock would have otherwise vested in full in April 2009
and the
other half would have vested in full in April
2014.
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| (4) |
Represents
shares of restricted stock and options awarded in April 2004 pursuant
to
the officer’s employment agreement and which provided for accelerated
vesting based on achievement of specified consolidated earnings per
share
and EBITDA targets in 2004, 2005 and 2006, subject to continued employment
through March 31, 2007. Vesting has not accelerated on a portion of
the shares of restricted stock (an additional 17,143 shares) and
options
(representing an additional 21,563 shares) granted in April 2004,
and such
shares/options remain subject to the original vesting schedule; provided,
however, that one-half of such remaining shares/options may accelerate
in
March 2007 based on achievement of specified consolidated earnings
per
share and EBITDA target in 2006. Absent the accelerated vesting, the
restricted stock would have otherwise vested in full in April, 2014
and
the options would have otherwise vested in full in September, 2010.
The options had a split-adjusted exercise price of $39.075 per share.
Mr.
Stiften’s employment agreement is listed as an exhibit to this Current
Report on Form 8-K and is hereby incorporated by reference
herein.
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Exhibit No.
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Exhibit
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10.1*
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Summary
Of Named Executive Officer 2006 Salaries, 2005 Bonus Awards, 2006
Bonus
Potential, and 2006 Equity and Performance Awards
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10.2*
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Form
of Performance Share Award Agreement under the Express
Scripts, Inc. 2000 Long-Term Incentive Plan
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10.3*
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Form
of Stock Appreciation Right Award Agreement under the Express
Scripts, Inc. 2000 Long-Term Incentive Plan
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10.4*
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Form
of Restricted Stock Agreement used with respect to grants of restricted
stock by the Company, incorporated by reference to Exhibit No. 10.7
to the
Company’s Quarterly Report on Form 10-Q for the quarter ending September
30, 2004.
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10.5*
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Amended
and Restated Express Scripts, Inc. 2000 Long-Term Incentive Plan,
incorporated by reference to Exhibit No. 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ending June 30, 2001.
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10.6*
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Second
Amendment to the Express Scripts, Inc. 2000 Long-Term Incentive Plan,
incorporated by reference to Exhibit No. 10.27 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
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10.7*
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Executive
Employment Agreement, dated as of April 11, 2005, and effective as
of
April 1, 2005, between the Company and George Paz, incorporated by
reference to Exhibit No. 10.1 to the Company’s Current Report on Form 8-K
filed April 14, 2005.
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10.8*
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Executive
Employment Agreement, dated as of April 1, 2004, between the Company
and
Edward J. Stiften, incorporated by reference to Exhibit No. 10.1
to the
Company’s Quarterly Report on Form 10-Q for the quarter ending June 30,
2004.
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10.9*
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Executive
Employment Agreement, dated as of August 31, 2004, between the Company
and
David Lowenberg, incorporated by reference to Exhibit No. 10.1 to
the
Company’s Quarterly Report on Form 10-Q for the quarter ending September
30, 2004.
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10.10*
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Executive
Employment Agreement, dated as of October 29, 2004, between the Company
and Thomas Boudreau, incorporated by reference to Exhibit No. 10.5
to the
Company’s Quarterly Report on Form 10-Q for the quarter ending September
30, 2004.
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