-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PPXLrTFUtRBRfR6Vqs42c/kUUAxYjXVvpxcYi0OEaFNJOmxmw5OPL+6+y6C0vLXx R26G8SWB1LmOgV2qyAWaMw== 0000950137-01-503133.txt : 20010816 0000950137-01-503133.hdr.sgml : 20010816 ACCESSION NUMBER: 0000950137-01-503133 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010815 EFFECTIVENESS DATE: 20010815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HEALTH GROUP CORP CENTRAL INDEX KEY: 0000812910 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 363307583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67570 FILM NUMBER: 1715205 BUSINESS ADDRESS: STREET 1: 3200 HIGHLAND AVE STREET 2: HEALTH COMPARE CORP CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 6302417900 MAIL ADDRESS: STREET 1: 3200 HIGHLAND AVENUE STREET 2: 3200 HIGHLAND AVENUE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE COMPARE CORP/DE/ DATE OF NAME CHANGE: 19920703 S-8 1 c64565s-8.txt REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on August 15, 2001 Registration No. 333-_______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FIRST HEALTH GROUP CORP. (Exact name of Registrant as specified in its charter) ---------------- DELAWARE 36-3307583 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3200 HIGHLAND AVENUE DOWNERS GROVE, ILLINOIS 60515 (630) 737-7900 (Address, including zip code, and telephone number, including area code, of Registrant's executive offices) ---------------- FIRST HEALTH GROUP CORP. 2001 STOCK OPTION AGREEMENTS WITH EDWARD L. WRISTEN (Full title of the plan) BANSARI M. SHAH, ESQ. NEAL, GERBER & EISENBERG TWO NORTH LASALLE STREET CHICAGO, ILLINOIS 60602 (312) 269-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- 2 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------- Common Stock, $17,603,130(1) $4,401 $0.01 par value - -------------------------------------------------------------------------------------------------------------------
(1) Adjusted to reflect the Registrant's 2-for-1 Common Stock split paid on June 25, 2001. Calculated as pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated into this Registration Statement by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. 4. The Company's Current Report on Form 8-K, dated May 21, 2001. 5. The description of the Company's Common Stock set forth under the caption "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A (No. 0-15846) filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any reports or amendments to the foregoing filed with the Securities and Exchange Commission for the purpose of updating such description. 6. All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and before the Company files a post-effective amendment hereto which indicates that all shares of Common Stock being offered pursuant to this Registration Statement have been sold or which deregisters all shares of Common Stock then remaining unsold. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain partners of and attorneys associated with Neal, Gerber & Eisenberg own shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law empowers the Company to indemnify officers and directors in certain instances. Article Seventh, Section 2 of the Restated Certificate of Incorporation of the Company provides as follows: "The directors, as well as the officers, employees and agents of the Company shall be indemnified by the Company to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended." As a consequence, directors of the Company will be insulated for liability for monetary damages for breach of fiduciary duty as a director, including monetary liabilities for negligent or grossly negligent business decisions, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the payment of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for transactions in which the director received an improper personal benefit. The exculpation provided with respect to liability by the foregoing is effective for actions taken after April 16, 1987. The By-Laws of the Company contain provisions whereby the Company will indemnify its directors, officers, employees and agents against liabilities incurred in connection with, and related expenses resulting from, any claim, action or suit brought against such persons as a result of their relationship with the Company, provided that it is determined that such persons acted in accordance with a stated standard of conduct in connection with the acts or events upon which such claim, action or suit is based. Such discrimination will be made either by quorum of 4 disinterested directors, if available, or by independent legal counsel in a written opinion, or by the vote of the Company's stockholders. The finding of either criminal or civil liability on the part of such persons in connection with such acts or events is not necessarily determinative of the question of whether such persons have met the required standard of conduct and are, accordingly, entitled to be indemnified. The Company has purchased for the benefit of its officers and directors an insurance policy, whereby the insurance company agrees, among other things, to make payment to the Company in the event any such officer or director becomes legally obligated to make a payment in connection with an alleged wrongful act. Wrongful acts means any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by an officer or director of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Exhibit Number Description of Document - ------- ----------------------- 4.1 First Health Group Corp. Stock Option Agreement, dated as of March 20, 2001, by and between the Company and Edward L. Wristen 4.2 First Health Group Corp. Stock Option Agreement, dated as of March 20, 2001, by and between the Company and Edward L. Wristen 4.3 First Health Group Corp. Stock Option Agreement, dated as of March 20, 2001, by and between the Company and Edward L. Wristen 4.4 First Health Group Corp. Stock Option Agreement, dated as of March 20, 2001, by and between the Company and Edward L. Wristen 5 Opinion of Neal, Gerber & Eisenberg 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5 to this Registration Statement) 24 Power of Attorney (included as part of the signature page of this Registration Statement) ITEM 9. UNDERTAKINGS The undersigned hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "Act"), each post-effective amendment to this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 3. To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. That, for purposes of determining any liability under the Act, each filing of the Company's annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers or persons controlling the Company pursuant to the Delaware General Corporation Law, the Restated Certificate of Incorporation of the Company, the By-Laws of the Company or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Downers Grove, State of Illinois on the 10th day of August, 2001. FIRST HEALTH GROUP CORP. (Registrant) By: /s/ James C Smith ------------------------------- James C. Smith, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Joseph E. Whitters and Edward L. Wristen, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign this registration statement and any or all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 10th day of August, 2001.
Signature Title --------- ----- /s/ James C. Smith Chairman of the Board and Chief Executive Officer - -------------------------------------------- (Principal Executive Officer) James C. Smith /s/ Joseph E. Whitters Vice President, Finance and Chief Financial Officer - -------------------------------------------- (Principal Accounting and Principal Financial Officer) Joseph E. Whitters /s/ Michael J. Boskin, Ph.D. Director - -------------------------------------------- Michael J. Boskin, Ph. D. Director - -------------------------------------------- Daniel S. Brunner /s/ Robert S. Colman Director - -------------------------------------------- Robert S. Colman /s/ Ronald H. Galowich Director - -------------------------------------------- Ronald H. Galowich /s/ Harold S. Handelsman Director - -------------------------------------------- Harold S. Handelsman
7 /s/ Don Logan Director - -------------------------------------------- Don Logan /s/ Thomas J. Pritzker Director - -------------------------------------------- Thomas J. Pritzker /s/ David E. Simon Director - -------------------------------------------- David E. Simon /s/ Edward L. Wristen Director - -------------------------------------------- Edward L. Wristen EX-4.1 3 c64565ex4-1.txt STOCK OPTION AGREEMENT 1 EXHIBIT 4.1 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 20th day of March, 2001, by and between FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"), and EDWARD L. WRISTEN (the "Employee"). WHEREAS, the Employee is a valued employee of the Company and the Company wishes to induce him to enter into an employment agreement dated as of March 20, 2001 (the "Employment Agreement") and to provide financial incentives to further encourage him in the performance of his duties thereunder by granting him an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock"); WHEREAS, the Employee wishes to acquire the right to purchase shares of Common Stock. NOW, THEREFORE, for good and valuable consideration, the parties hereto, intending to be legally bound, hereby agrees as follows: 1. Grant of Option. Subject to the provisions of Section 2 hereof and subject to stockholders approval, the Company hereby grants to the Employee effective as of the date hereof the right, privilege and option to purchase on the terms and conditions hereinafter set forth up to 100,000 shares of Common Stock at a purchase price of $40.9375 per share (the "Option"). The Option is intended to be an "Incentive Stock Option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), subject to Section 422 of the Code, to the extent permitted by the Code, and a nonstatutory option with respect to the balance. 2. Time for Exercise of Option. Subject to the provisions of paragraph 3 and 7 hereof, the Option may be exercised by the Employee from time to time, in whole or in part, beginning on March 20, 2002 and ending on March 20, 2008, or within such shorter period as is provided in paragraph 3 hereof. 3. Termination of Employment. (a) If the Employee's employment by the Company is terminated by the Company without cause, then, notwithstanding the provisions of paragraph 2 of this Agreement, upon such termination of employment, the Option shall become exercisable in full and the Employee may, for a period of 90 days following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (b) If the Employee's employment by the Company is terminated due to death or incapacity (as this term is defined in Employee's Employment Agreement) or by voluntary, not for cause reasons as allowed under the Employment Agreement then, notwithstanding Section 2 of this Agreement, the Option shall be entirely vested and exercisable in full and Employee or his legal representative may, for a period of two years following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (c) If (i) the Employee's employment by the Company is terminated voluntarily by the Employee and (ii) pursuant to paragraph 2 hereof the Option has theretofore vested, the Employee may, for a period of 30 days after the date of the termination (but before expiration of the original exercise period), exercise the Option, in whole or in part. (d) If the Employee's employment by the Company is terminated by the Company for cause (as such term is defined in the Employment Agreement), the Option shall terminate on the date on which the Employee's employment is terminated, and the Employee shall have no further rights hereunder. (e) The Employee acknowledges and understands that certain exercises of the Option pursuant to this paragraph 3 may cause disqualification of the Option as an Incentive Stock Option. 2 4. Method of Exercise. The Option may be exercised by written notice (the "Notice"), addressed and delivered to the Company (Attention: Chief Financial Officer), specifying the number of shares of Common Stock to be purchased and accompanied by (i) a check, or (ii) that number of shares of Common Stock which have an aggregate fair market value as of the date of exercise equal to the exercise price, or (iii) any combination thereof. For purposes of this Agreement, "fair market value" of a share of Common Stock shall mean: (i) if the Common Stock is traded on a national stock exchange on the date of exercise of the Option, fair market value shall be the closing price reported by the applicable composite transactions report on such day, or if the Common Stock is not traded on such date, the mean between the closing bid-and-asked prices thereof on that date on such exchange; (ii) if the Common Stock is traded over-the-counter and is classified as a national market issue on the date of exercise of the Option, fair market value shall be the last reported transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and is not classified as a national market issue on the date of exercise of the Option, fair market value shall be the mean between the last representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if none of the foregoing provisions is applicable, fair market value as of the date of exercise of the Option shall be determined by the Board of Directors in good faith on such basis as it deems appropriate. In all cases, the determination of fair market value shall be binding and conclusive on all persons. 5. Delivery of Stock Certificates. The Option shall be deemed to have been exercised upon receipt by the Company of the Notice accompanied by the exercise price (the "Exercise Date"). The certificate representing the shares of Common Stock purchased upon exercise of the Option shall be issued as of the Exercise Date and delivered by the Company to the Employee free and clear of all claims, liens and encumbrances, within five days following the Exercise Date or as soon thereafter as practicable. As a condition to the exercise of the Option, the Company may require the Employee to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased for investment purposes only, for the account of the Employee and without any intention to distribute such shares. If the shares of Common Stock issuable upon exercise of the Option have not previously been registered under the Securities Act of 1933, as amended (the "Securities Act") as contemplated by this Agreement, each certificate evidencing shares of Common Stock acquired upon exercise of the Option shall contain on its face, or on the reverse side thereof, the following legend: "These shares have not been registered under the Securities Act of 1933 or under any applicable state law. They may not be offered for sale, sold, transferred, or pledged without (1) registration under the Securities Act of 1933 and any applicable state law, or (2) an opinion (satisfactory to the corporation) that registration is not required." 6. Adjustment Provisions. If, during the term of this Agreement, there shall be any stock dividend, stock rights distribution, stock split, recapitalization, merger, consolidation, sale of assets, reorganization or other similar change or transaction of or by the Company, an appropriate adjustment shall be made to the number and kind of shares remaining to be acquired upon exercise of the Option and to the exercise price of the Option so that the value to be received by the Employee upon exercise of the Option shall, in the aggregate, be the same as if none of the foregoing transactions had occurred. 7. Merger, Consolidation or Sale of Assets. In the event the Company enters into an agreement providing for (i) the sale of all or substantially all of the assets of the Company or (ii) a merger, consolidation or reorganization which would result in the stockholders of the Company immediately prior to such transaction owning less than 50% of the surviving corporation, the Option shall become exercisable in full without regard to any vesting limitations, and the Employee shall be entitled, commencing at least ten days prior to the effective date of such transaction, to exercise the Option in whole or in part, to the extent not previously exercised. 8. Withholding Obligations. In the event that the Company is required to satisfy withholding obligations under the Code as a result of the exercise of the Option, the Employee may request that, in lieu of withholding amounts from the Employee's paycheck or requiring that the Employee write a check to the Company in the amount of the withholding obligation, the Company withhold that number of shares of Common Stock which have a fair market value (determined in accordance with the provisions of the Plan) on the Exercise Date equal to the amount required to be withheld. 3 9. Non-Transferability. The Option is not transferable or assignable by the Employee other than by will or by the laws of descent and distribution and are exercisable during the lifetime of the Employee only by the Employee. 10. Compliance with Law. By accepting the Option, the Employee agrees for himself and his legal representative that the Company shall not be required to deliver any shares of Common Stock upon the exercise of the Option until such shares have been qualified for delivery under applicable securities laws and regulations as determined by the Company or its legal counsel. 11. Rights as a Stockholder; Not an Employment Agreement. The Employee shall have no rights as a stockholder of the Company with respect to shares of Common Stock subject to the Option until the Option has been exercised and payment made as herein provided and certificates representing the shares as to which the Option has been exercised have been delivered to the Employee. Nothing contained in this Agreement shall be construed to be a contract of employment between the Company and the Employee. 12. Construction. (a) Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs and successors, except as expressly herein otherwise provided. (b) Entire Agreement; Modification. This Agreement contains the entire understanding between the parties with respect to the matters referred to herein and such agreement shall not be modified, except by written instrument signed by the parties hereto. (c) Headings; Pronouns; Governing Law. The descriptive headings of the respective sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or construe the provisions which follow them. Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a singular, the plural and vice-versa, as the context and facts may require. The construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of Delaware. (d) Notices. All communications between the parties shall be in writing and shall be deemed to have been duly given as of the date and time of hand delivery or three days after mailing via certified or registered mail, return receipt requested, proper postage prepaid following or such other addresses of which the parties shall from time to time notify another: If to the Company: Chief Financial Officer First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 If to the Employee: Edward L. Wristen First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. 4 IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written. FIRST HEALTH GROUP CORP. By: /s/ James C. Smith -------------------------------- James C. Smith Chairman and CEO /s/ Edward L. Wristen -------------------------------- Edward L. Wristen EX-4.2 4 c64565ex4-2.txt STOCK OPTION AGREEMENT 1 EXHIBIT 4.2 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 20th day of March, 2001, by and between FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"), and EDWARD L. WRISTEN (the "Employee"). WHEREAS, the Employee is a valued employee of the Company and the Company wishes to induce him to enter into an employment agreement dated as of March 20, 2001 (the "Employment Agreement") and to provide financial incentives to further encourage him in the performance of his duties thereunder by granting him an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock"); WHEREAS, the Employee wishes to acquire the right to purchase shares of Common Stock. NOW, THEREFORE, for good and valuable consideration, the parties hereto, intending to be legally bound, hereby agrees as follows: 1. Grant of Option. Subject to the provisions of Section 2 hereof and subject to the stockholder approval, the Company hereby grants to the Employee effective as of the date hereof the right, privilege and option to purchase on the terms and conditions hereinafter set forth up to 100,000 shares of Common Stock at a purchase price of $42.9844 per share (the "Option"). The Option is intended to be an "Incentive Stock Option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), subject to Section 422 of the Code, to the extent permitted by the Code, and a nonstatutory option with respect to the balance. 2. Time for Exercise of Option. Subject to the provisions of paragraph 3 and 7 hereof, the Option may be exercised by the Employee from time to time, in whole or in part, beginning on March 20, 2003 and ending on March 20, 2008, or within such shorter period as is provided in paragraph 3 hereof. 3. Termination of Employment. (a) If the Employee's employment by the Company is terminated by the Company without cause, then, notwithstanding the provisions of paragraph 2 of this Agreement, upon such termination of employment, the Option shall become exercisable in full and the Employee may, for a period of 90 days following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (b) If the Employee's employment by the Company is terminated due to death or incapacity (as this term is defined in Employee's Employment Agreement) or by voluntary, not for cause reasons as allowed under the Employment Agreement then, notwithstanding Section 2 of this Agreement, the Option shall be entirely vested and exercisable in full and Employee or his legal representative may, for a period of two years following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (c) If (i) the Employee's employment by the Company is terminated voluntarily by the Employee and (ii) pursuant to paragraph 2 hereof the Option has theretofore vested, the Employee may, for a period of 30 days after the date of the termination (but before expiration of the original exercise period), exercise the Option, in whole or in part. (d) If the Employee's employment by the Company is terminated by the Company for cause (as such term is defined in the Employment Agreement), the Option shall terminate on the date on which the Employee's employment is terminated, and the Employee shall have no further rights hereunder. (e) The Employee acknowledges and understands that certain exercises of the Option pursuant to this paragraph 3 may cause disqualification of the Option as an Incentive Stock Option. 2 4. Method of Exercise. The Option may be exercised by written notice (the "Notice"), addressed and delivered to the Company (Attention: Chief Financial Officer), specifying the number of shares of Common Stock to be purchased and accompanied by (i) a check, or (ii) that number of shares of Common Stock which have an aggregate fair market value as of the date of exercise equal to the exercise price, or (iii) any combination thereof. For purposes of this Agreement, "fair market value" of a share of Common Stock shall mean: (i) if the Common Stock is traded on a national stock exchange on the date of exercise of the Option, fair market value shall be the closing price reported by the applicable composite transactions report on such day, or if the Common Stock is not traded on such date, the mean between the closing bid-and-asked prices thereof on that date on such exchange; (ii) if the Common Stock is traded over-the-counter and is classified as a national market issue on the date of exercise of the Option, fair market value shall be the last reported transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and is not classified as a national market issue on the date of exercise of the Option, fair market value shall be the mean between the last representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if none of the foregoing provisions is applicable, fair market value as of the date of exercise of the Option shall be determined by the Board of Directors in good faith on such basis as it deems appropriate. In all cases, the determination of fair market value shall be binding and conclusive on all persons. 5. Delivery of Stock Certificates. The Option shall be deemed to have been exercised upon receipt by the Company of the Notice accompanied by the exercise price (the "Exercise Date"). The certificate representing the shares of Common Stock purchased upon exercise of the Option shall be issued as of the Exercise Date and delivered by the Company to the Employee free and clear of all claims, liens and encumbrances, within five days following the Exercise Date or as soon thereafter as practicable. As a condition to the exercise of the Option, the Company may require the Employee to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased for investment purposes only, for the account of the Employee and without any intention to distribute such shares. If the shares of Common Stock issuable upon exercise of the Option have not previously been registered under the Securities Act of 1933, as amended (the "Securities Act") as contemplated by this Agreement, each certificate evidencing shares of Common Stock acquired upon exercise of the Option shall contain on its face, or on the reverse side thereof, the following legend: "These shares have not been registered under the Securities Act of 1933 or under any applicable state law. They may not be offered for sale, sold, transferred, or pledged without (1) registration under the Securities Act of 1933 and any applicable state law, or (2) an opinion (satisfactory to the corporation) that registration is not required." 6. Adjustment Provisions. If, during the term of this Agreement, there shall be any stock dividend, stock rights distribution, stock split, recapitalization, merger, consolidation, sale of assets, reorganization or other similar change or transaction of or by the Company, an appropriate adjustment shall be made to the number and kind of shares remaining to be acquired upon exercise of the Option and to the exercise price of the Option so that the value to be received by the Employee upon exercise of the Option shall, in the aggregate, be the same as if none of the foregoing transactions had occurred. 7. Merger, Consolidation or Sale of Assets. In the event the Company enters into an agreement providing for (i) the sale of all or substantially all of the assets of the Company or (ii) a merger, consolidation or reorganization which would result in the stockholders of the Company immediately prior to such transaction owning less than 50% of the surviving corporation, the Option shall become exercisable in full without regard to any vesting limitations, and the Employee shall be entitled, commencing at least ten days prior to the effective date of such transaction, to exercise the Option in whole or in part, to the extent not previously exercised. 8. Withholding Obligations. In the event that the Company is required to satisfy withholding obligations under the Code as a result of the exercise of the Option, the Employee may request that, in lieu of withholding amounts from the Employee's paycheck or requiring that the Employee write a check to the Company in the amount of the withholding obligation, the Company withhold that number of shares of Common Stock which have a fair market value (determined in accordance with the provisions of the Plan) on the Exercise Date equal to the amount required to be withheld. 3 9. Non-Transferability. The Option is not transferable or assignable by the Employee other than by will or by the laws of descent and distribution and are exercisable during the lifetime of the Employee only by the Employee. 10. Compliance with Law. By accepting the Option, the Employee agrees for himself and his legal representative that the Company shall not be required to deliver any shares of Common Stock upon the exercise of the Option until such shares have been qualified for delivery under applicable securities laws and regulations as determined by the Company or its legal counsel. 11. Rights as a Stockholder; Not an Employment Agreement. The Employee shall have no rights as a stockholder of the Company with respect to shares of Common Stock subject to the Option until the Option has been exercised and payment made as herein provided and certificates representing the shares as to which the Option has been exercised have been delivered to the Employee. Nothing contained in this Agreement shall be construed to be a contract of employment between the Company and the Employee. 12. Construction. (a) Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs and successors, except as expressly herein otherwise provided. (b) Entire Agreement; Modification. This Agreement contains the entire understanding between the parties with respect to the matters referred to herein and such agreement shall not be modified, except by written instrument signed by the parties hereto. (c) Headings; Pronouns; Governing Law. The descriptive headings of the respective sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or construe the provisions which follow them. Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a singular, the plural and vice-versa, as the context and facts may require. The construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of Delaware. (d) Notices. All communications between the parties shall be in writing and shall be deemed to have been duly given as of the date and time of hand delivery or three days after mailing via certified or registered mail, return receipt requested, proper postage prepaid following or such other addresses of which the parties shall from time to time notify another: If to the Company: Chief Financial Officer First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 If to the Employee: Edward L. Wristen First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. 4 IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written. FIRST HEALTH GROUP CORP. By: /s/ James C. Smith -------------------------------- James C. Smith Chairman and CEO /s/ Edward L. Wristen -------------------------------- Edward L. Wristen EX-4.3 5 c64565ex4-3.txt STOCK OPTION AGREEMENT 1 EXHIBIT 4.3 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 20th day of March, 2001, by and between FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"), and EDWARD L. WRISTEN (the "Employee"). WHEREAS, the Employee is a valued employee of the Company and the Company wishes to induce him to enter into an employment agreement dated as of March 20, 2001 (the "Employment Agreement") and to provide financial incentives to further encourage him in the performance of his duties thereunder by granting him an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock"); WHEREAS, the Employee wishes to acquire the right to purchase shares of Common Stock. NOW, THEREFORE, for good and valuable consideration, the parties hereto, intending to be legally bound, hereby agrees as follows: 1. Grant of Option. Subject to the provisions of Section 2 hereof and subject to stockholder approval, the Company hereby grants to the Employee effective as of the date hereof the right, privilege and option to purchase on the terms and conditions hereinafter set forth up to 100,000 shares of Common Stock at a purchase price of $45.0313 per share (the "Option"). The Option is intended to be an "Incentive Stock Option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), subject to Section 422 of the Code, to the extent permitted by the Code, and a nonstatutory option with respect to the balance. 2. Time for Exercise of Option. Subject to the provisions of paragraph 3 and 7 hereof, the Option may be exercised by the Employee from time to time, in whole or in part, beginning on March 20, 2004 and ending on March 20, 2008, or within such shorter period as is provided in paragraph 3 hereof. 3. Termination of Employment. (a) If the Employee's employment by the Company is terminated by the Company without cause, then, notwithstanding the provisions of paragraph 2 of this Agreement, upon such termination of employment, the Option shall become exercisable in full and the Employee may, for a period of 90 days following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (b) If the Employee's employment by the Company is terminated due to death or incapacity (as this term is defined in Employee's Employment Agreement) or by voluntary, not for cause reasons as allowed under the Employment Agreement then, notwithstanding Section 2 of this Agreement, the Option shall be entirely vested and exercisable in full and Employee or his legal representative may, for a period of two years following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (c) If (i) the Employee's employment by the Company is terminated voluntarily by the Employee and (ii) pursuant to paragraph 2 hereof the Option has theretofore vested, the Employee may, for a period of 30 days after the date of the termination (but before expiration of the original exercise period), exercise the Option, in whole or in part. (d) If the Employee's employment by the Company is terminated by the Company for cause (as such term is defined in the Employment Agreement), the Option shall terminate on the date on which the Employee's employment is terminated, and the Employee shall have no further rights hereunder. (e) The Employee acknowledges and understands that certain exercises of the Option pursuant to this paragraph 3 may cause disqualification of the Option as an Incentive Stock Option. 2 4. Method of Exercise. The Option may be exercised by written notice (the "Notice"), addressed and delivered to the Company (Attention: Chief Financial Officer), specifying the number of shares of Common Stock to be purchased and accompanied by (i) a check, or (ii) that number of shares of Common Stock which have an aggregate fair market value as of the date of exercise equal to the exercise price, or (iii) any combination thereof. For purposes of this Agreement, "fair market value" of a share of Common Stock shall mean: (i) if the Common Stock is traded on a national stock exchange on the date of exercise of the Option, fair market value shall be the closing price reported by the applicable composite transactions report on such day, or if the Common Stock is not traded on such date, the mean between the closing bid-and-asked prices thereof on that date on such exchange; (ii) if the Common Stock is traded over-the-counter and is classified as a national market issue on the date of exercise of the Option, fair market value shall be the last reported transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and is not classified as a national market issue on the date of exercise of the Option, fair market value shall be the mean between the last representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if none of the foregoing provisions is applicable, fair market value as of the date of exercise of the Option shall be determined by the Board of Directors in good faith on such basis as it deems appropriate. In all cases, the determination of fair market value shall be binding and conclusive on all persons. 5. Delivery of Stock Certificates. The Option shall be deemed to have been exercised upon receipt by the Company of the Notice accompanied by the exercise price (the "Exercise Date"). The certificate representing the shares of Common Stock purchased upon exercise of the Option shall be issued as of the Exercise Date and delivered by the Company to the Employee free and clear of all claims, liens and encumbrances, within five days following the Exercise Date or as soon thereafter as practicable. As a condition to the exercise of the Option, the Company may require the Employee to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased for investment purposes only, for the account of the Employee and without any intention to distribute such shares. If the shares of Common Stock issuable upon exercise of the Option have not previously been registered under the Securities Act of 1933, as amended (the "Securities Act") as contemplated by this Agreement, each certificate evidencing shares of Common Stock acquired upon exercise of the Option shall contain on its face, or on the reverse side thereof, the following legend: "These shares have not been registered under the Securities Act of 1933 or under any applicable state law. They may not be offered for sale, sold, transferred, or pledged without (1) registration under the Securities Act of 1933 and any applicable state law, or (2) an opinion (satisfactory to the corporation) that registration is not required." 6. Adjustment Provisions. If, during the term of this Agreement, there shall be any stock dividend, stock rights distribution, stock split, recapitalization, merger, consolidation, sale of assets, reorganization or other similar change or transaction of or by the Company, an appropriate adjustment shall be made to the number and kind of shares remaining to be acquired upon exercise of the Option and to the exercise price of the Option so that the value to be received by the Employee upon exercise of the Option shall, in the aggregate, be the same as if none of the foregoing transactions had occurred. 7. Merger, Consolidation or Sale of Assets. In the event the Company enters into an agreement providing for (i) the sale of all or substantially all of the assets of the Company or (ii) a merger, consolidation or reorganization which would result in the stockholders of the Company immediately prior to such transaction owning less than 50% of the surviving corporation, the Option shall become exercisable in full without regard to any vesting limitations, and the Employee shall be entitled, commencing at least ten days prior to the effective date of such transaction, to exercise the Option in whole or in part, to the extent not previously exercised. 8. Withholding Obligations. In the event that the Company is required to satisfy withholding obligations under the Code as a result of the exercise of the Option, the Employee may request that, in lieu of withholding amounts from the Employee's paycheck or requiring that the Employee write a check to the Company in the amount of the withholding obligation, the Company withhold that number of shares of Common Stock which have a fair market value (determined in accordance with the provisions of the Plan) on the Exercise Date equal to the amount required to be withheld. 3 9. Non-Transferability. The Option is not transferable or assignable by the Employee other than by will or by the laws of descent and distribution and are exercisable during the lifetime of the Employee only by the Employee. 10. Compliance with Law. By accepting the Option, the Employee agrees for himself and his legal representative that the Company shall not be required to deliver any shares of Common Stock upon the exercise of the Option until such shares have been qualified for delivery under applicable securities laws and regulations as determined by the Company or its legal counsel. 11. Rights as a Stockholder; Not an Employment Agreement. The Employee shall have no rights as a stockholder of the Company with respect to shares of Common Stock subject to the Option until the Option has been exercised and payment made as herein provided and certificates representing the shares as to which the Option has been exercised have been delivered to the Employee. Nothing contained in this Agreement shall be construed to be a contract of employment between the Company and the Employee. 12. Construction. (a) Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs and successors, except as expressly herein otherwise provided. (b) Entire Agreement; Modification. This Agreement contains the entire understanding between the parties with respect to the matters referred to herein and such agreement shall not be modified, except by written instrument signed by the parties hereto. (c) Headings; Pronouns; Governing Law. The descriptive headings of the respective sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or construe the provisions which follow them. Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a singular, the plural and vice-versa, as the context and facts may require. The construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of Delaware. (d) Notices. All communications between the parties shall be in writing and shall be deemed to have been duly given as of the date and time of hand delivery or three days after mailing via certified or registered mail, return receipt requested, proper postage prepaid following or such other addresses of which the parties shall from time to time notify another: If to the Company: Chief Financial Officer First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 If to the Employee: Edward L. Wristen First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. 4 IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written. FIRST HEALTH GROUP CORP. By: /s/ James C. Smith -------------------------------- James C. Smith Chairman and CEO /s/ Edward L. Wristen -------------------------------- Edward L. Wristen EX-4.4 6 c64565ex4-4.txt STOCK OPTION AGREEMENT 1 EXHIBIT 4.4 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 20th day of March, 2001, by and between FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"), and EDWARD L. WRISTEN (the "Employee"). WHEREAS, the Employee is a valued employee of the Company and the Company wishes to induce him to enter into an employment agreement dated as of March 20, 2001 (the "Employment Agreement") and to provide financial incentives to further encourage him in the performance of his duties thereunder by granting him an option to purchase shares of common stock, $.01 par value, of the Company (the "Common Stock"); WHEREAS, the Employee wishes to acquire the right to purchase shares of Common Stock. NOW, THEREFORE, for good and valuable consideration, the parties hereto, intending to be legally bound, hereby agrees as follows: 1. Grant of Option. Subject to the provisions of Section 2 hereof and subject to stockholder approval, the Company hereby grants to the Employee effective as of the date hereof the right, privilege and option to purchase on the terms and conditions hereinafter set forth up to 100,000 shares of Common Stock at a purchase price of $47.0781 per share (the "Option"). The Option is intended to be an "Incentive Stock Option" as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), subject to Section 422 of the Code, to the extent permitted by the Code, and a nonstatutory option with respect to the balance. 2. Time for Exercise of Option. Subject to the provisions of paragraph 3 and 7 hereof, the Option may be exercised by the Employee from time to time, in whole or in part, beginning on March 20, 2005 and ending on March 20, 2008, or within such shorter period as is provided in paragraph 3 hereof. 3. Termination of Employment. (a) If the Employee's employment by the Company is terminated by the Company without cause, then, notwithstanding the provisions of paragraph 2 of this Agreement, upon such termination of employment, the Option shall become exercisable in full and the Employee may, for a period of 90 days following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (b) If the Employee's employment by the Company is terminated due to death or incapacity (as this term is defined in Employee's Employment Agreement) or by voluntary, not for cause reasons as allowed under the Employment Agreement then, notwithstanding Section 2 of this Agreement, the Option shall be entirely vested and exercisable in full and Employee or his legal representative may, for a period of two years following such termination (but before expiration of the original exercise period), exercise the Option in whole or in part. (c) If (i) the Employee's employment by the Company is terminated voluntarily by the Employee and (ii) pursuant to paragraph 2 hereof the Option has theretofore vested, the Employee may, for a period of 30 days after the date of the termination (but before expiration of the original exercise period), exercise the Option, in whole or in part. (d) If the Employee's employment by the Company is terminated by the Company for cause (as such term is defined in the Employment Agreement), the Option shall terminate on the date on which the Employee's employment is terminated, and the Employee shall have no further rights hereunder. (e) The Employee acknowledges and understands that certain exercises of the Option pursuant to this paragraph 3 may cause disqualification of the Option as an Incentive Stock Option. 2 4. Method of Exercise. The Option may be exercised by written notice (the "Notice"), addressed and delivered to the Company (Attention: Chief Financial Officer), specifying the number of shares of Common Stock to be purchased and accompanied by (i) a check, or (ii) that number of shares of Common Stock which have an aggregate fair market value as of the date of exercise equal to the exercise price, or (iii) any combination thereof. For purposes of this Agreement, "fair market value" of a share of Common Stock shall mean: (i) if the Common Stock is traded on a national stock exchange on the date of exercise of the Option, fair market value shall be the closing price reported by the applicable composite transactions report on such day, or if the Common Stock is not traded on such date, the mean between the closing bid-and-asked prices thereof on that date on such exchange; (ii) if the Common Stock is traded over-the-counter and is classified as a national market issue on the date of exercise of the Option, fair market value shall be the last reported transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and is not classified as a national market issue on the date of exercise of the Option, fair market value shall be the mean between the last representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if none of the foregoing provisions is applicable, fair market value as of the date of exercise of the Option shall be determined by the Board of Directors in good faith on such basis as it deems appropriate. In all cases, the determination of fair market value shall be binding and conclusive on all persons. 5. Delivery of Stock Certificates. The Option shall be deemed to have been exercised upon receipt by the Company of the Notice accompanied by the exercise price (the "Exercise Date"). The certificate representing the shares of Common Stock purchased upon exercise of the Option shall be issued as of the Exercise Date and delivered by the Company to the Employee free and clear of all claims, liens and encumbrances, within five days following the Exercise Date or as soon thereafter as practicable. As a condition to the exercise of the Option, the Company may require the Employee to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased for investment purposes only, for the account of the Employee and without any intention to distribute such shares. If the shares of Common Stock issuable upon exercise of the Option have not previously been registered under the Securities Act of 1933, as amended (the "Securities Act") as contemplated by this Agreement, each certificate evidencing shares of Common Stock acquired upon exercise of the Option shall contain on its face, or on the reverse side thereof, the following legend: "These shares have not been registered under the Securities Act of 1933 or under any applicable state law. They may not be offered for sale, sold, transferred, or pledged without (1) registration under the Securities Act of 1933 and any applicable state law, or (2) an opinion (satisfactory to the corporation) that registration is not required." 6. Adjustment Provisions. If, during the term of this Agreement, there shall be any stock dividend, stock rights distribution, stock split, recapitalization, merger, consolidation, sale of assets, reorganization or other similar change or transaction of or by the Company, an appropriate adjustment shall be made to the number and kind of shares remaining to be acquired upon exercise of the Option and to the exercise price of the Option so that the value to be received by the Employee upon exercise of the Option shall, in the aggregate, be the same as if none of the foregoing transactions had occurred. 7. Merger, Consolidation or Sale of Assets. In the event the Company enters into an agreement providing for (i) the sale of all or substantially all of the assets of the Company or (ii) a merger, consolidation or reorganization which would result in the stockholders of the Company immediately prior to such transaction owning less than 50% of the surviving corporation, the Option shall become exercisable in full without regard to any vesting limitations, and the Employee shall be entitled, commencing at least ten days prior to the effective date of such transaction, to exercise the Option in whole or in part, to the extent not previously exercised. 8. Withholding Obligations. In the event that the Company is required to satisfy withholding obligations under the Code as a result of the exercise of the Option, the Employee may request that, in lieu of withholding amounts from the Employee's paycheck or requiring that the Employee write a check to the Company in the amount of the withholding obligation, the Company withhold that number of shares of Common Stock which have a fair market value (determined in accordance with the provisions of the Plan) on the Exercise Date equal to the amount required to be withheld. 3 9. Non-Transferability. The Option is not transferable or assignable by the Employee other than by will or by the laws of descent and distribution and are exercisable during the lifetime of the Employee only by the Employee. 10. Compliance with Law. By accepting the Option, the Employee agrees for himself and his legal representative that the Company shall not be required to deliver any shares of Common Stock upon the exercise of the Option until such shares have been qualified for delivery under applicable securities laws and regulations as determined by the Company or its legal counsel. 11. Rights as a Stockholder; Not an Employment Agreement. The Employee shall have no rights as a stockholder of the Company with respect to shares of Common Stock subject to the Option until the Option has been exercised and payment made as herein provided and certificates representing the shares as to which the Option has been exercised have been delivered to the Employee. Nothing contained in this Agreement shall be construed to be a contract of employment between the Company and the Employee. 12. Construction. (a) Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs and successors, except as expressly herein otherwise provided. (b) Entire Agreement; Modification. This Agreement contains the entire understanding between the parties with respect to the matters referred to herein and such agreement shall not be modified, except by written instrument signed by the parties hereto. (c) Headings; Pronouns; Governing Law. The descriptive headings of the respective sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or construe the provisions which follow them. Any use of any masculine pronoun shall include the feminine and vice-versa and any use of a singular, the plural and vice-versa, as the context and facts may require. The construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of Delaware. (d) Notices. All communications between the parties shall be in writing and shall be deemed to have been duly given as of the date and time of hand delivery or three days after mailing via certified or registered mail, return receipt requested, proper postage prepaid following or such other addresses of which the parties shall from time to time notify another: If to the Company: Chief Financial Officer First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 If to the Employee: Edward L. Wristen First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 (e) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances. 4 IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written. FIRST HEALTH GROUP CORP. By: /s/ James C. Smith -------------------------------- James C. Smith Chairman and CEO /s/ Edward L. Wristen -------------------------------- Edward L. Wristen EX-5 7 c64565ex5.txt OPINION OF NEAL, GERBER & EISENBERG 1 EXHIBIT 5 August 14, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: First Health Group Corp. Registration Statement on Form S-8 Ladies and Gentlemen: We are counsel to First Health Group Corp., a Delaware corporation (the "Company"), and in such capacity we have assisted in the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance from time to time by the Company of up to 800,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), pursuant to four stock option agreements between the Company and Edward L. Wristen (the "Agreements"). As such counsel, we have examined the Agreements, the Company's Certificate of Incorporation, as amended, the Bylaws of the Company, the minute books of the Company and such other papers, documents and certificates of public officials and certificates of officers of the Company as we have deemed relevant and necessary as the basis for the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or photostatic copies. Based on the foregoing, we are of the opinion that: 1. The issuance from time to time by the Company of up to 800,000 shares of Common Stock pursuant to the Agreements has been duly and validly authorized by all necessary corporate action on the part of the Company. 2. When issued and paid for in accordance with the Agreements, the shares of Common Stock available for issuance under the Agreements will be duly and validly issued and outstanding, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Please be advised that certain partners of, attorneys associated with and/or of counsel to our firm beneficially own shares of Common Stock. The opinions expressed above are limited to the Delaware General Corporation Law and the federal laws of the United States, and are limited to the specific legal matters expressly addressed herein. No opinion is expressed with respect to the laws of any other jurisdiction or any legal matter not addressed herein. This opinion speaks only as of the date hereof and we undertake no obligation to update this opinion. Very truly yours, /s/ Neal, Gerber & Eisenberg EX-23.1 8 c64565ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 Independent Auditors' Consent We consent to the incorporation by reference in this Registration Statement of First Health Group Corp. on Form S-8 related to the First Health Group Corp. 2001 Stock Option Agreements with Edward L. Wristen of our reports dated February 19, 2001, appearing in and incorporated by reference in the Annual Report on Form 10-K of First Health Group Corp. and subsidiaries for the year ended December 31, 2000. /s/ Deloitte & Touche LLP Chicago, Illinois August 14, 2001 -----END PRIVACY-ENHANCED MESSAGE-----