Exhibit 10.1
FINANCIAL INDUSTRIES CORPORATION
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. DEFINITIONS
1.1 "Annual Director Fee" means the annual fee payable to an Eligible Director
for service on the Board of Directors.
1.2 "Annual Committee Fee" means the annual fee(s) payable to an Eligible
Director for service on various committees of the Board of Directors.
1.3 "Board of Directors" or "Board" means the Board of Directors of the Company.
1.4 "Committee" means the Compensation Committee of the Board of Directors of
the Company.
1.5 "Common Stock" means the common stock, par value $0.20 per share, of the
Company.
1.6 "Company" means Financial Industries Corporation, a Texas corporation, or
any successor thereto.
1.7 "Election Form" means the form used by an Eligible Director to elect to
receive a portion of the Annual Director Fee and the Annual Committee Fee for a
Plan Year in the form of Common Stock, a copy of which is attached hereto as
Attachment "A", and made a part hereof.
1.8 "Eligible Director" for each Plan Year means a member of the Board of
Directors who is not an employee of the Company or any Subsidiary.
1.9 "Fair Market Value" means the closing price of a share of Common Stock
reported on the National Quotation Bureau's Pink Sheet quotation service on the
date Fair Market Value is being determined, provided that if there is no closing
price reported on such date, the Fair Market Value of a share of Common Stock on
such date shall be deemed equal to the closing price as reported by the National
Quotation Bureau's Pink Sheet quotation service for the last preceding date on
which sales of shares of Common Stock were reported. In the event that the
shares of Common Stock are listed on The Nasdaq National Market on a date as of
which Fair Market Value is being determined, the quotations on The Nasdaq
National Market shall be used in lieu of those of the National Quotation
Bureau's Pink sheet quotation service. Notwithstanding the foregoing, if the
Committee, acting in accordance with the requirements of Nasdaq Rule 4350
(i)(1)(A)(ii), determines that the fair market value of a share of Common Stock
on a date as of which Fair Market Value is being determined is greater than the
value determined in accordance with the foregoing provisions of Section 1.9, the
value so determined by the Committee shall be substituted for purposes of the
Plan.
1.10 "Participant" for any Plan Year means an Eligible Director who participates
in the Plan for that Plan Year in accordance with Section 6, hereof.
1.11 "Plan" means the Financial Industries Corporation Stock Plan for
Non-Employee Directors, as set forth herein and as amended from time to time.
1.12 "Plan Year" means (i) for the first Plan Year, the period beginning on
September 30, 2005 and ending on August 31, 2006, and (ii) for periods
thereafter, the twelve-month period beginning on September 1st and ending on
August 31st.
1.13 "Subsidiary" means any "subsidiary corporation" of the Company within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended.
2. PURPOSE
This Plan is intended to increase the proprietary interest in the Company of
Eligible Directors whose continued services are important to the success of the
Company, thereby providing them with additional incentive to continue to serve
as directors. The Plan provides for the issuance of shares of Common Stock to
Eligible Directors who elect to receive a portion of their Annual Director Fee
and Annual Committee Fee for a Plan Year in the form of Common Stock.
3. ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Board of
Directors or such other committee as determined by the Board of Directors (the
"Administrator"). Subject to the provisions of the Plan, the Administrator will
have authority to interpret and administer the Plan, to establish appropriate
rules relating to the Plan, to delegate some or all of its authority under the
Plan and to take all such steps and make all such determinations in connection
with the Plan and the benefits granted pursuant to the Plan as it may deem
necessary or advisable. Any authority granted to the Administrator may also be
exercised by the Board of Directors (the "Board of Directors"). To the extent
that any permitted action taken by the Board conflicts with action taken by the
Administrator, the Board action will control.
4. ELIGIBILITY
The persons who may elect to receive shares of Common Stock shall be members of
the Company's Board of Directors who are Eligible Directors, as defined in
Section 1.8, hereof.
5. STOCK
The stock subject to the Plan shall be shares of the Company's authorized but
unissued or reacquired Common Stock. The aggregate number of shares of Common
Stock available under the Plan shall be 100,000.
6. ELECTION TO RECEIVE COMMON STOCK
Each Eligible Director may elect to become a Participant and receive a portion
of his Annual Director Fee and his Annual Committee Fee for a Plan Year in the
form of Common Stock. Such election shall be made in accordance with the
procedure set forth below, and shall be for an amount which is equal to fifty
percent (50%) or more, in increments of five percent (5%), of the amount of the
fees to which the Participant is entitled. At least two business days prior to
the first day of each plan year, a Participant who elects to receive a portion
of his Annual Director Fee and his Annual Committee Fee for the following Plan
Year in the form of Common Stock shall notify the Secretary of the Company in
writing of such election, using the Election Form. Each such election shall
specify the percentage of such fees to which the election applies. If an
Eligible Director is initially appointed to the Board of Directors during a Plan
Year, the election described in this Section 6 may be made promptly following
such appointment, and shall apply to the pro-rata portion of the Annual Director
Fee and the Annual Committee Fee payable to such Eligible Director for the Plan
Year in which such appointment occurs. If a Participant makes an election in
accordance with the provisions of Section 6, hereof, the Company will issue
shares of Common Stock to such Participant, with the number of shares being
determined by dividing the amount of the cash fee otherwise payable to such
Participant by the Fair Market Value of a share of Common Stock on the date such
payment is due; provided, however, that fractional shares will not be issued.
Accordingly, if the number of shares of Common Stock determined in accordance
with the provisions of this paragraph is not a whole number, the fractional
portion will be paid in cash to the Participant.
7. APPLICATION OF FUNDS The proceeds received by the Company from the issuance
of shares pursuant to this Plan will be used for general corporate purposes.
8. NO RIGHT TO NOMINATION Neither the Plan nor any action taken hereunder shall
be construed as giving any director any right to be nominated for reelection to
the Company's Board of Directors.
9. AMENDMENT OF THE PLAN
The Board of Directors may, insofar as permitted by law, from time to time,
amend or discontinue the Plan or revise or amend it in any respect whatsoever.
10. GOVERNING LAW
The validity and interpretation of the Plan and of any of its provisions shall
be construed under the laws of the State of Texas, without giving effect to the
choice of law provisions thereof.
Attachment "A"
ELECTION FORM
FINANCIAL INDUSTRIES CORPORATION
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
TO: Financial Industries Corporation
Pursuant to the Financial Industries Corporation Stock Plan for Non-Employee
Directors (the "Plan"), the undersigned hereby elects to receive
________________ percent [insert a percentage, not less than 50%, in increments
of 5%] of my Annual Director Fee and Annual Committee Fee (as defined in the
Plan) for the Plan Year beginning September 30, 2005, in shares of the common
stock of Financial Industries Corporation ("Common Stock").
I acknowledge and represent that:
(a) I will acquire the shares of Common Stock for my own account for
investment and not with the view toward resale or redistribution in a manner
which would require registration under the Securities Act, the Texas Securities
Act, as amended, or the securities laws of any other state, and I do not have
any reason to anticipate any change in my respective circumstances or other
particular occasion or event which would cause me to sell the shares of Common
Stock issued under the Plan, and I have no present intention of reselling or
otherwise disposing of the shares of Common Stock issued under the Plan either
currently or after the passage of a fixed or determinable amount of time or upon
the occurrence or nonoccurrence of any predetermined event or circumstance;
(b) the shares of Common Stock issued under the Plan will, upon such
issuance, be "restricted securities" as defined under Rule 144 of the Securities
Act, and that such shares of Common Stock may not be sold or offered for sale in
the absence of an effective registration statement under the Securities Act and
any state securities laws or pursuant to an exemption from registration; and
(c) the shares of the Common Stock issued under the Plan will be endorsed
with the following legend until such time as such shares of Common Stock have
been registered under the Securities Act: THE SECURITIES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES
UNDER THE ACT AND ANY STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION.
I authorize the Company to register the certificate(s) representing the stock as
follows:
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and to deliver the certificate to me at the following address:
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I understand that I have a choice in exercising this option and, having made
that choice, I hereby release Financial Industries Corporation, its officers and
Board of Directors, from liability for any losses I might incur as a result of
having made this choice.
Name of Non-Employee Director: ________________________________
Signature: ____________________________________________________
Date: _______________________________________________________
Please return the completed Election Form to: Financial Industries Corporation,
Office of Corporate Secretary, 6500 River Place Blvd., Austin, Texas 78730
Received by: Financial Industries Corporation:
By: __________________________________
Date: ________________________________
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