S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 10.11

1999 STOCK PLAN
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1. Purpose. The purpose of this 1999 Stock Plan (the "Plan") is to
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advance the interests of Centene Corporation, a Wisconsin corporation (the
"Company"), by strengthening the ability of the Company to attract, retain and
motivate key employees, consultants and other individual contributors of or to
the Company or any present or future parent or subsidiary of the Company (the
"Company Group") by providing them with an opportunity to purchase or receive as
bonuses stock of the Company and thereby permitting them to share in the
Company's success. It is intended that this purpose will be effected by
granting: (i) incentive stock options ("Incentive Options") which are intended
to qualify under the provisions of Section 422 of the Internal Revenue Code of
1986, as heretofore and hereafter amended (the "Code"), and non-statutory stock
options ("Nonqualified Options") which are not intended to meet the requirements
of Section 422 of the Code and which are intended to be taxed under Section 83
of the Code (both Incentive Options and Nonqualified Options shall be
collectively referred to as "Options"); (ii) stock purchase authorizations
("Purchase Authorizations"); and (iii) stock bonus awards ("Bonuses").

2. Effective Date. This Plan was adopted by the Board of Directors of
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the Company (the "Board") on June 29, 1999 (the "effective date" of the Plan).

3. Stock Covered by the Plan. Subject to adjustment as provided in
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Sections 9 and 10 below, the shares that may be made subject to Options,
Purchase Authorizations or Bonuses under this Plan (the "Shares") shall not
exceed in the aggregate 300,000 shares of Series A common stock, one-third cent
par value, of the Company and/or Series B common stock, one-third cent par
value, of the Company (collectively, the "Common Stock"). Any Shares subject to
an Option or Purchase Authorization which for any reason expires or is
terminated unexercised as to such Shares and any Shares reacquired by the
Company pursuant to forfeiture or a repurchase right hereunder may again be the
subject of an Option, Purchase Authorization or Bonus under the Plan. The Shares
purchased pursuant to Purchase Authorizations or the exercise of Options under
this Plan or issued as Bonuses may, in whole or in part, be either authorized
but unissued Shares or issued Shares reacquired by the Company.

4. Administration. This Plan shall be administered by the Board, whose
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construction and interpretation of the Plan's terms and provisions shall be
final and conclusive. The Board shall have authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options,
Purchase Authorizations, Bonuses and related agreements, to prescribe, amend and
rescind rules and regulations relating to the plan, to determine the terms and
provisions of the respective Options, Purchase Authorizations, Bonuses and
related agreements, and to make all other determinations in the judgment of the
Board necessary or desirable for the administration of the Plan. The Board may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any Option, Purchase Authorization, Bonus, or related agreement in
the manner and to the extent it shall deem expedient to carry the Plan into
effect, and it shall be the sole and final judge of such expediency. No director
shall be liable for any action or determination made in good faith. The Board
may, to the full extent permitted by law, delegate any or all of its powers
under the Plan to a committee (the


"Committee") appointed by the Board, and if the Committee is so appointed and to
the extent such powers are delegated, all references to the Board in the Plan
shall mean and relate to such Committee.

5. Eligible Recipients. Options, Purchase Authorizations and Bonuses may
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be granted to such key employees, consultants or other individual contributors
of or to the Company Group, including without limitation members of the Board
and members of any advisory boards, as are selected by the Board (a
"Participant"); provided, that only employees of the Company Group shall be
eligible for grant of an Incentive Option.

6. Duration of the Plan. This Plan shall terminate ten (10) years from
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the effective date hereof, unless terminated earlier pursuant to Section 13
below, and no Options, Purchase Authorizations or Bonuses may be granted or made
thereafter.

7. Terms and Conditions of Options, Purchase Authorizations and Bonuses.
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Options, Purchase Authorizations and Bonuses granted or made under this Plan
shall be evidenced by agreements in such form and containing such terms and
conditions as the Board shall determine; provided, however, that such agreements
shall evidence among their terms and conditions the following:

(a) Price. The purchase price per Share payable upon the exercise of
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each Option or the purchase pursuant to each Purchase Authorization granted or
made hereunder shall be determined by the Board at the time the Option or
Purchase Authorization is granted or made. Subject to the condition of paragraph
7(j)(i), if applicable, the purchase price per Share payable upon the exercise
of each Incentive Option granted hereunder shall not be less than one hundred
percent (100%) of the fair market value per Share on the day the Incentive
Option is granted. Fair market value shall be determined in accordance with
procedures to be established in good faith by the Board. Bonus Shares shall be
issued in consideration of services previously rendered, which shall be valued
for such purposes by the Board.

(b) Number of Shares. Each agreement shall specify the number of
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Shares to which it pertains.

(c) Exercise of Options. Each Option shall be exercisable for the
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full amount or for any part thereof and at such intervals or in such
installments as the Board may determine at the time it grants such Option;
provided, however, that no Option shall be exercisable with respect to any
Shares later than ten (10) years after the date of the grant of such Option (or
five (5) years in the case of Incentive Options to which paragraph 7(j)(ii)
applies). An Option shall be exercisable only by delivery of a written notice to
the Company's Treasurer, or any other officer of the Company designated by the
Board to accept such notices on its behalf, specifying the number of Shares for
which the Option is exercised and accompanied by either (i) payment or (ii) if
permitted by the Board, irrevocable instructions to a broker to promptly deliver
to the Company full payment in accordance with subparagraph (ii) of the first
sentence of paragraph 7(d) below of the amount necessary to pay the aggregate
exercise price. With respect to an Incentive Option, the permission of the Board
referred to in clause (ii) of the preceding sentence must be granted at the time
the Incentive Option is granted.

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(d) Payment. Payment shall be made in full: (i) at the time the
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Option is exercised; (ii) promptly after the Participant forwards the
irrevocable instructions referred to in paragraph 7(c)(ii) above to the
appropriate broker, if exercise of an Option is made pursuant to paragraph
7(c)(ii) above; or (iii) at the time the purchase pursuant to a Purchase
Authorization is made. Payment shall be made either: (a) in cash; (b) by check;
(c) if permitted by the Board (with respect to an Incentive Option, such
permission to have been granted at the time of the Incentive Option grant), by
delivery and assignment to the Company of shares of Company stock having a fair
market value (as determined by the Board) equal to the exercise or purchase
price; (d) if permitted by the Board, stated in the agreement evidencing the
Option or Purchase Authorization, and to the extent permitted by any applicable
law, by the Participant's recourse promissory note, which note must be due and
payable not more than five (5) years after the date the Option or Purchase
Authorization is exercised and otherwise be on such terms as the Board approves;
or (e) by a combination of the methods permitted pursuant to clauses (a), (b),
(c) and/or (d) hereof. If shares of Company stock are to be used to pay the
exercise price of an Incentive Option, the Company (prior to such payment) must
be furnished with evidence satisfactory to it that the acquisition of such
shares and their transfer in payment of the exercise price satisfy the
requirements of Section 422 of the Code and other applicable laws.

(e) Withholding Taxes; Delivery of Shares. The Company's obligation
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to deliver Shares upon exercise of an Option or upon purchase pursuant to a
Purchase Authorization or issuance pursuant to a Bonus shall be subject to the
Participant's satisfaction of all applicable federal, state and local income and
employment tax withholding obligations. Without limiting the generality of the
foregoing, the Company shall have the right to deduct from payments of any kind
otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to any Shares issued upon exercise
of Options or purchased or issued pursuant to Purchase Authorizations or
Bonuses. The Participant may elect to satisfy such obligation(s), in whole or in
part, by (i) delivering to the Company a check for the amount required to be
withheld or (ii) if the Board in its sole discretion approves in any specific or
general case, having the Company withhold Shares or delivering Company stock,
having a value equal to the amount required to be withheld, as determined by the
Board.

(f) Non-Transferability. No Option or Purchase Authorization shall
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be transferable by the Participant otherwise than by will or the laws of descent
or distribution, and each Option or Purchase Authorization shall be exercisable
during the Participant's lifetime only by the Participant.

(g) Termination of Options and Purchase Authorizations. Each
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Purchase Authorization shall terminate and may no longer be exercised if the
Participant ceases for any reason to provide services to a member of the Company
Group. Except to the extent the Board provides specifically in an agreement
evidencing an Option for a lesser period (or a greater period, in the case of
Nonqualified Options only), each Option shall terminate and may no longer be
exercised if the Participant ceases for any reason to provide services to a
member of the Company Group in accordance with the following provisions:

(i) if the Participant ceases to perform services for any reason
other than death or disability (as defined in Section
22(e)(3) of the Code), the Participant may, at any time
within a period of one

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month after the date of such cessation of the performance of
services, exercise the Option to the extent that the Option
was exercisable on the date of such cessation;

(ii) if the Participant ceases to perform services because of
disability (as defined in Section 22(e)(3) of the Code), the
Participant may, at any time within a period of three months
after the date of such cessation of the performance of
services, exercise the Option to the extent that the Option
was exercisable on the date of such cessation; and

(iii) if the Participant ceases to perform services because of
death, the Option, to the extent that the Participant was
entitled to exercise it on the date of death, may be
exercised within a period of three months after the
Participant's death by the person or persons to whom the
Participant's rights under the Option pass by will or by the
laws of descent or distribution;

provided, however, that no Option or Purchase Authorization may be exercised to
any extent by anyone after the date of its expiration; and provided, further,
that Options and Purchase Authorizations may be exercised only as to Vested
Shares (as defined in the applicable agreement with the Participant) after the
Participant has ceased to perform services for any member of the Company Group.

(h) Rights as Stockholder. A Participant shall have no rights as a
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stockholder with respect to any Shares covered by an Option, Purchase
Authorization or Bonus until the date of issuance of a stock certificate in the
Participant's name for such Shares. Certificates shall be issued within 30 days
after the due exercise of an Option, purchase pursuant to a Purchase
Authorization or receipt of Shares as a Bonus.

(i) Repurchase of Shares by the Company. Any Shares purchased or
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acquired upon exercise of an Option or pursuant to a Purchase Authorization or
Bonus may in the discretion of the Board be subject to repurchase by or
forfeiture to the Company if and to the extent and at the repurchase price, if
any, specifically set forth in the option, purchase or bonus agreement pursuant
to which the Shares were purchased or acquired. Certificates representing Shares
subject to such repurchase or forfeiture may be subject to such escrow and stock
legending provisions as may be set forth in the option, purchase or bonus
agreement pursuant to which the Shares were purchased or acquired.

(j) 10% Stockholder. If any Participant to whom an Incentive Option
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is granted pursuant to the provisions of the Plan is on the date of grant the
owner of stock (as determined under Section 424(d) of the Code) possessing more
than 10% of the total combined voting power or value of all classes of stock of
the Company, its parent, if any, or subsidiaries, then the following special
provisions shall be applicable:

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(i) The exercise price per Share subject to such Option shall
not be less than 110% of the fair market value of each Share
on the date of grant; and

(ii) The Option shall not have a term in excess of five years
from the date of grant.

(k) Shareholder Agreement. In addition to any other restrictions on
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the transfer of Shares contained in any option, purchase or bonus agreement
pursuant to which such Shares were issued, each Participant, and all Shares
subject to Options, Purchase Authorizations or Bonuses, shall be bound by and
entitled to the benefits of all of the terms and conditions (including, but not
limited to restrictions on transfer of shares) contained in that certain Amended
and Restated Shareholders' Agreement, dated as of September 23, 1998, as may
from time to time be amended, by and among the Company and its shareholders (the
"Shareholder Agreement") to the same extent as though such Participant were a
party thereto; provided, however, that any Participant entitled under the
Shareholder Agreement to exercise the right of first offer, tag-along right,
registration right or right of refusal on future financings set forth in
Sections 1.3(b), 2.1, 7 and 8, respectively, of the Shareholder Agreement shall
be entitled to exercise such rights only with respect to Vested Shares and any
computation of the number of Shares with respect to such Participant's
entitlement to exercise such rights shall be based only upon the number of
Vested Shares held by such Participant.

(l) Confidentiality and Non-Solicitation Agreements. Each
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Participant shall execute, prior to or contemporaneously with the grant of any
Option, Purchase Authorization or Bonus hereunder, the Company's then standard
form of agreement relating to nondisclosure of confidential information,
non-solicitation and related matters.

8. Restrictions on Incentive Options. Incentive Options granted under
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this Plan shall be specifically designated as such and shall be subject to the
additional restriction that the aggregate fair market value, determined as of
the date the Incentive Option is granted, of the Shares with respect to which
Incentive Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000. If an Incentive Option which exceeds
the $100,000 limitation of this paragraph 8 is granted, the portion of such
Option which is exercisable for shares in excess of the $100,000 limitation
shall be treated as a Nonqualified Option pursuant to Section 422(d) of the
Code. In the event that such Participant is eligible to participate in any other
stock incentive plans of the Company, its parent, if any, or a subsidiary which
are also intended to comply with the provisions of Section 422 of the Code, such
annual limitation shall apply to the aggregate number of shares for which
options may be granted under all such plans.

9. Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations.
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Appropriate adjustment shall be made by the Board in the maximum number of
Shares subject to the Plan and in the number, kind, and exercise or purchase
price of Shares covered by outstanding Options and Purchase Authorizations
granted hereunder to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and other similar changes in the capital
structure of the Company after the effective date of the Plan.

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10. Merger; Sale of Assets. In the event of a change of the Common Stock
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resulting from a merger or similar reorganization as to which the Company is the
surviving corporation, the number and kind of Shares which thereafter may be
purchased pursuant to an Option or Purchase Authorization under the Plan and the
number and kind of Shares then subject to Options or Purchase Authorizations
granted hereunder and the price per Share thereof shall be appropriately
adjusted in such manner as the Board may determine equitable to prevent dilution
or enlargement of the rights available or granted hereunder. Except as otherwise
determined by the Board, a merger or a similar reorganization which the Company
does not survive, or a sale of all or substantially all of the assets of the
Company, shall cause every Option and Purchase Authorization hereunder to
terminate, to the extent not then exercised, unless any surviving entity agrees
to assume the obligations hereunder; provided, however, that, in the case of
such a merger or similar reorganization, or such a sale of all or substantially
all of the assets of the Company, if there is no such assumption, the Board, in
the exercise of its good faith discretion and taking into account the equities
and circumstances then extant, may provide that some or all of the unexercised
portion of any one or more of the outstanding Options or Purchase Authorizations
and some or all of the Unvested Shares (as defined in the applicable agreement
with the Participant) acquired upon exercise of any one or more of such Options
or Purchase Authorizations or acceptance of any one or more of the outstanding
Bonuses shall be immediately exercisable and Vested or no longer subject to
repurchase rights as of such date prior to such merger, similar reorganization
or sale of assets as the Board determines.

11. Investment Representations; Transfer Restrictions Restrictive Legend.
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The Company may require Participants, as a condition of purchasing Shares
pursuant to the exercise of an Option or pursuant to a Purchase Authorization or
receipt of shares as a Bonus, to give written assurances in substance and form
satisfactory to the Company to the effect that such person is acquiring the
Shares for the Participant's own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate (including without
limitation confirmation that the Participant is aware of any applicable
restrictions on transfer of the Shares, as specified in the articles of
incorporation or by-laws of the Company, in any agreement among its
shareholders, or otherwise) in order to comply with federal and applicable state
securities laws. Certificates representing the Shares shall bear an appropriate
legend regarding restrictions on transferability.

12. Definitions.
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(a) The term "employee" shall have, for purposes of this Plan, the
meaning ascribed to employee" under Section 3401(c) of the Code and the
regulations promulgated thereunder:

(b) The term "parent" shall have, for purposes of this Plan, the
meaning ascribed to it under Section 424(e) of the Code and the regulations
promulgated thereunder.

(c) The term "subsidiary" shall have, for all purposes under this
Plan, the meaning ascribed to it under Section 424(f) of the Code and the
regulations promulgated thereunder.

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13. Termination or Amendment of Plan. The Board may at any time terminate
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the Plan or make such changes in or additions to the Plan as it deems advisable
without further action on the part of the stockholders of the Company, provided
that:

(a) no such termination or amendment shall adversely affect or
impair any then outstanding Option, Purchase Authorization, Bonus or related
agreement without the consent of the Participant holding such Option, Purchase
Authorization, Bonus or related agreement; and

(b) no such amendment which (i) increases the maximum number of
Shares subject to this Plan (except to the extent provided in Section 3), (ii)
materially increases the benefits accruing to Participants, or (iii) materially
modifies the requirements as to eligibility for participation in the Plan may be
made without obtaining, or being conditioned upon, shareholder approval.

With the consent of the Participant affected, the Board may amend
outstanding Options, Purchase Authorizations, Bonuses or related agreements in a
manner not inconsistent with the Plan. The Board shall have the right to amend
or modify the terms and provisions of the Plan and of any outstanding Incentive
Options granted under the Plan to the extent necessary to qualify any or all
such Options for such favorable federal income tax treatment (including deferral
of taxation upon exercise) as may be afforded incentive stock options under
Section 422 of the Code.

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