Notice of Option Grant
Nonqualified Stock Option Award Agreement
This Nonqualified Stock Option Award Agreement (this “Agreement”) dated as of the Grant Date (the “Grant Date”) set
forth in the Notice of Option Grant attached as Schedule A hereto (the “Grant Notice”) is made between WellPoint, Inc. (the
Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
1. Grant of the Option . Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby
grants to the Participant, pursuant to the Plan, the right and option (the “Option”) to purchase all or any part of the number of
shares of common stock of the Company (“Shares”) as set forth in the Grant Notice at an Option Price (“Option Price”) per
share and on the other terms as set forth in the Grant Notice.
2. Method of Exercise of the Option .
(a) The Participant may exercise the Option, to the extent then exercisable, by delivering a notice to the Company’s
captive broker in a form specified or accepted by the captive broker, specifying the number of Shares with respect to which the
Option is being exercised.
(b) At the time the Participant exercises the Option, the Participant shall pay the Option Price of the Shares as to
which the Option is being exercised and applicable taxes (i) in United States dollars by personal check, bank draft or money
order; (ii) subject to such terms, conditions and limitations as the Compensation Committee of the Board of Directors of the
Company (“Committee”) may prescribe, by tendering (either by actual delivery or attestation) unencumbered Shares previously
acquired by the Participant having an aggregate Fair Market Value at the time of exercise equal to the total Option Price of the
Shares for which the Option is so exercised; (iii) subject to such terms, conditions and limitations as the Committee may
prescribe, a cashless (broker-assisted) exercise that