Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On November 2, 2009, CorVel Corporation granted performance options to
its (i) President and Chief Executive Officer, Daniel J. Starck, (ii) its Chief
Financial Officer, Scott R. McCloud, (iii) its Chief Information Officer, Donald
C. McFarlane and (iv) its Vice President of Sales, Diane J. Blaha, to purchase
20,000 shares, 6,000 shares, 8,000 shares and 8,000 shares, respectively, of
CorVel's common stock under and pursuant to the terms of the CorVel Restated
Omnibus Incentive Plan (Formerly the Restated 1988 Executive Stock Option Plan).
These performance options will vest based on the achievement of certain
performance criteria, approved by CorVel's Board of Directors and Compensation
Committee, relating to certain earnings per share targets in calendar years
2010, 2011 and 2012. The exercise price of the options equaled the closing price
of CorVel's common stock as quoted by the Nasdaq Global Select Market on the
date of grant.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1† Stock Option Agreement granted November 2, 2009 by and between CorVel
Corporation and Daniel J. Starck, providing for performance vesting.
10.2† Stock Option Agreement granted November 2, 2009 by and between CorVel
Corporation and Scott R. McCloud, providing for performance vesting.
10.3† Stock Option Agreement granted November 2, 2009 by and between CorVel
Corporation and Donald C. McFarlane, providing for performance vesting.
10.4† Stock Option Agreement granted November 2, 2009 by and between CorVel
Corporation and Diane J. Blaha, providing for performance vesting.
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† Confidential
treatment
has been
requested
for certain
confidential
portions of
this exhibit
pursuant to
Rule 24b-2
under the
Securities
Exchange Act
of 1934. In
accordance
with
Rule 24b-2,
these
confidential
portions
have been
omitted from
this exhibit
and filed
separately
with the
Securities
and Exchange
Commission.
