Exhibit 10.1 (a)
I am pleased to inform you that the Compensation Committee of the WellPoint, Inc. (“WellPoint”) Board of Directors
has granted you a non-statutory option to purchase XXXXXX shares of WellPoint’s common stock at a price of $XXX.XX
per share effective XXXXXXXXX. pursuant to the WellPoint 2001 Stock Incentive Plan as Amended and Restated
January 1, 2003 (the “Plan”).
When You Can Exercise the Option. If you are continuously employed by WellPoint or one of its subsidiaries at all
times from the date of this letter through the applicable vest date below, the number of shares listed next to the vest
date will vest and be fully exercisable by you.
After your options vest, you may exercise those vested options and purchase the number of shares of WellPoint
common stock at any time during your employment through the expiration date(s). Termination of your employment
affects your options according to the reason for termination:
If your employment is terminated by you or WellPoint or its subsidiary without cause, you will have 45 days after
termination to exercise your vested options. Options which have not vested at termination are forfeited.
If your employment terminates due to retirement (as defined from time to time by the Compensation Committee),
unvested options will not be forfeited but will continue to vest according to the schedule set forth above. You will have
five years from the date of retirement to exercise all options granted in this letter.
In the case of termination of your employment due to your death or disability (as defined in the applicable WellPoint
long term disability benefits plan), all unvested options will immediately vest and may be exercised by you (or, in the
case of death, your estate or personal representative) within five years from the date of termination.
In the event that a change in control (as defined in the Plan) occurs before your employment is terminated, unvested
options will immedia