Exhibit 10.2
STOCK OPTION AGREEMENT
(Non-Qualified Stock Option)
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THIS AGREEMENT is made to be effective as of February 29, 2000,
by and between Ohio Casualty Corporation, an Ohio corporation (the "Company"),
and William L. Woodall ("Employee").
WITNESSETH:
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WHEREAS, the Board of Directors of the Company has determined
that an option to acquire common shares of the Company should be granted to
Employee upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties
named above make the following agreement, intending to be legally bound thereby:
1. Grant of Option. Subject to adjustment pursuant to
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Section 3 of this Agreement, the Company hereby grants to Employee an option
(the "Option") to purchase 20,000 common shares of the Company (the "Shares").
The Option is not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Anything contained in this Agreement to the contrary not withstanding, the
Option may not be exercised for a period of six months from the date of this
Agreement.
(1) 2. Terms and Conditions of the Option.
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(a) Option Price. The purchase price (the "Option
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Price") to be paid by Employee to the Company upon the exercise of the Option
shall be $12.375 per Share, subject to adjustment as provided in Section 3 of
this Agreement.
(b) Vesting. Except as otherwise provided in this
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Agreement, the Option shall vest as follows:
(i) Subject to the Employee's continued
service with the Company or a Subsidiary of the Company, the Option shall vest
and become exercisable with respect to (a) fifty percent (50%) of the Shares
on the first anniversary of the effective date of this Agreement and (b) fifty
percent (50%) of the Shares on the second anniversary of the effective date of
this Agreement.
(ii) Subject to the six-month holding period
requirements of Section 1 of this Agreement, if Employee's employment with the
Company or any subsidiary of the Company is terminated as a result of death,
Disability (as defined below) or Retirement (as defined below), any portion of
the Option which is then not exercisable shall vest and become exercisable
upon such termination of employment for the period specified in Section 2(c)
below. For purposes of this Agreement, "Disability" means a mental or
physical condition which, in the opinion of the Board, renders Employee unable
or incompetent to carry out the job
responsibilities which the Employee held or the tasks to which the Employee
was assigned at the time the disability was incurred, and which is expected
to be permanent or for an indefinite duration exceeding one year. For
purposes of this Agreement, "Retirement" shall have the meaning given to
such term in the Ohio Casualty Insurance Company Employees Retirement Plan.
The portion of the Option which has become vested and
exercisable pursuant to this Section 2(b) is hereinafter referred to as the
"Vested Portion" and any remaining portion shall be the "Unvested Portion".
(2) (c) Option Term. Subject to the provisions of this
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Agreement, Employee may exercise all or any part of the Option at any time
prior to the occurrence of the earliest event listed below:
(i) the tenth anniversary of the date of
this Agreement; or
(ii) three years following the date of
Employee's termination of employment with the Company or any subsidiary of
the Company as a result of death, Disability or Retirement.
If Employee's employment with the Company or any
subsidiary of the Company is terminated for any other reason other than death,
Disability or Retirement, the Option shall be cancelled by the Company without
consideration and shall thereupon terminate.
(d) Method of Exercise. The Vested Portion of
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the Option may be exercised by giving written notice of exercise to the
Company, in care of the Treasurer of the Company, stating the number of Shares
subject to the Option being purchased. Payment for all such Shares shall be
made to the Company at the time the Option is exercised in United States
dollars in cash (including check, bank draft or money order). Payment for
such Shares also may be made (i) by delivery of common shares of the Company
already owned by Employee and having a Fair Market Value (as defined in
Section 2(f) of this Agreement) on the date of delivery equal to the Option
Price for the Shares purchased, or (ii) by delivery of the combination of cash
and already-owned common shares of the Company. The Board may, in its
discretion, permit payment of the Option Price of the Shares subject to the
Option by delivery of a properly executed exercise notice together with a copy
of irrevocable instructions to deliver promptly to the Company the amount of
sale or loan proceeds to pay the Option Price. After payment in full for the
Shares purchased under the Option has been made, the Company shall take all
such action necessary to deliver appropriate share certificates evidencing the
Shares purchased upon exercise of the Option as promptly thereafter as is
reasonably practicable.
(3)
(e) Tax Withholding. Employee will pay to the
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Company the amount of any taxes the Company is required by law to withhold
with respect to the exercise of the Option. Employee may instruct the Company
to withhold from the Shares issuable upon exercise of the Option that number
of Shares having a Fair Market Value (as defined in Section
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2(f) of this Agreement) on the date of exercise equal to the amount of any
taxes the Company is required by law to withhold with respect to the exercise
of the Option.
(f) For purposes of this Agreement, "Fair Market
Value" means, on any given date, the closing price of the Company's common
shares, as reported on The Nasdaq National Market, or on any securities
exchange on which the common shares are listed for such date, or if the
Company's common shares were not traded on such date, on the next preceding
date on which the Company's common shares were traded.
(4) 3. Adjustments and Changes in the Shares.
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The following provisions shall apply to the Option:
(a) Generally. In the event that the outstanding
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common shares of the Company shall be changed into or exchanged for a
different kind of shares, other securities or other property of the Company or
of another corporation or for cash (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up, combination of
shares or otherwise) or if the number of common shares of the Company shall be
increased through the payment of a share dividend, then, unless such change
results in the termination of the Option, there shall be substituted for or
added to each Share subject to the Option, the number and kind of shares,
other securities or other property and the amount of cash into which each
outstanding common share of the Company shall be changed, or for which each
such common share shall be exchanged, or to which the holder of each such
common share shall be entitled, as the case may be. The Option shall also be
appropriately amended as to the Option Price and other terms as may be
necessary to reflect the foregoing events. The number of Shares that will
become vested in accordance with Section 2(b) of this Agreement shall be
appropriately adjusted to reflect any such change in the outstanding common
shares of the Company. In the event there shall be any other change in the
number or kind of the outstanding shares of the Company, or of any shares,
other securities or other property (including cash) into which such shares
shall have been changed, or for which they shall have been exchanged, then if
the Board, in its sole discretion, shall determine that such change equitably
requires an adjustment in the Option, such adjustment shall be made by the
Board in accordance with such determination. Fractional shares resulting from
any adjustment in the Option pursuant to this Section 3(a) shall be rounded
down to the nearest whole number of shares.
(b) Change in Control. In the event there is a
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Change in Control, subject to the six-month holding period, the Option shall
become immediately exercisable as of the date of the Change in Control,
whether or not exercisable under this Agreement. If the Option has been held
for less than six months as of the date of the Change in Control, the Option
shall be cancelled by the Company without consideration and shall terminate as
of the date of the Change in Control. For purposes of this Section 3, a
Change in Control shall be deemed to have occurred on the earliest of the
following dates:
(i) Unless such acquisition shall have
been approved in advance by the Board, the date any entity or person
(including a "group" as defined in Section
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13(d)(3) of the Securities Exchange Act of 1934, as amended) shall have
become the beneficial owner of, or shall have obtained voting control over,
twenty percent (20%) or more of the outstanding common shares of the Company.
(ii) The date the shareholders of the Company
approve a definitive agreement (A) to merge or consolidate the Company with or
into another corporation, in which the Company is not the continuing or
surviving corporation or pursuant to which any common shares would be
converted into cash, securities or other property of another corporation,
other than a merger of the Company in which holders of common shares
immediately prior to the merger have the same proportionate ownership of
common shares of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of substantially all
the assets of the Company; or
(iii) The date there shall have been a change in
a majority of the Board within a twelve (12) month period; provided,
however, that any new director whose nomination for election by the Company's
shareholders was approved, or who was appointed or elected to the Board, by
the vote of two-thirds of the directors then still in office who were in
office at the beginning of the twelve (12) month period shall not be counted
in determining whether there has been such a change in a majority of the
Board.
(A)
(B) (c) No Restrictions on Company. The grant of this
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Option shall not affect in any way the right of the Company to adjust,
reclassify, reorganize, or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
(5) 4. Non-Assignability of Option. The Option shall not be
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assignable or otherwise transferable by Employee except by will or by the laws
of descent and distribution. The Option may not be exercised during the
lifetime of Employee except by the Employee or Employee's guardian or legal
representative.
(6) 5. Buy Out of Option Gains. At any time after the Option
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becomes exercisable, the Board of Directors of the Company shall have the right
to elect, in its sole discretion and without the consent of Employee, to cancel
the Option and pay to Employee the excess of the fair market value of the
Shares (based on the closing price of the Company's common shares on the
immediately preceding day) over the Option Price on the date the Board provides
written notice (the "Buy Out Notice") of the intention to exercise the right.
A buy out pursuant to this section shall be effected by the Company as promptly
as possible after the date of the Buy Out Notice. Payment of the buy out
amount may be made in cash, in common shares of the Company, or partly in
cash and partly in common shares as the Board of Directors deems advisable.
To the extent payment is made in common shares, the number of shares shall
be determined by dividing the amount of the payment to be made by the fair
market value of a common share (based on the prior day's closing price) at
the date of the Buy Out Notice. Payment of any such buy out amount shall be
made net of any applicable foreign, federal (including FICA), state and local
withholding taxes.
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(7) 6. Restrictions on Transfers of Common Shares. Anything
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contained in this Agreement or elsewhere to the contrary notwithstanding, the
Company may postpone the issuance and delivery of Shares upon any exercise of
the Option until completion of any stock exchange listing or registration or
other qualification of such Shares under any state or federal law, rule or
regulation as the Company may consider appropriate. The Company may require
Employee, when exercising the Option, to make such representations and
furnish such information as the Company may consider appropriate in
connection with the issuance of the Shares in compliance with applicable law.
(8) Shares issued and delivered upon exercise of the Option shall
be subject to such restrictions on trading, including appropriate legending of
certificates to that effect, as the Company, in its discretion, shall determine
are necessary to satisfy applicable legal requirements and obligations.
(9) 7. Rights of Employee. Employee shall have no rights as a
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shareholder of the Company with respect to any Shares of the Company covered by
the Option until the date of issuance of a certificate to him.
(10) 8. No Agreement to Employ. The grant of the Option shall
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not confer upon Employee any right to continue in the employment of the
Company or any Subsidiary nor limit in any way the right of the Company or any
Subsidiary to terminate the employment of Employee at any time.
(11)
(12) 9. Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Ohio.
(13)
(14) 10. Rights and Remedies Cumulative. All rights and remedies
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of the Company and of Employee enumerated in this Agreement shall be cumulative
and, except as expressly provided otherwise in this Agreement, none shall
exclude any other rights or remedies allowed by law or in equity, and each
may be exercised and enforced concurrently.
(15)
(16) 11. Captions. The captions contained in this Agreement are
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included only for convenience of reference and do not define, limit, explain or
modify this Agreement or its interpretation, construction or meaning and are in
no way to be construed as a part of this Agreement.
(17)
(18) 12. Severability. If any provision of this Agreement or the
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application of any provision hereof to any person or any circumstance shall be
determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect. It is the intention of each party to
this Agreement that if any provision of this Agreement is susceptible of two
or more interpretations, one of which would render the provision enforceable
and the other or others of which would render the provision unenforceable,
then the provision shall have the meaning which renders it enforceable.
(19)
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(20) 13. Number and Gender. When used in this Agreement, the
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number and gender of each pronoun shall be construed to be such number and
gender as the context, circumstances or its antecedent may require.
(21)
(22) 14. Entire Agreement. This Agreement constitutes the entire
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agreement between the Company and Employee with respect to this stock option
grant, and this Agreement supersedes all prior agreements between the parties
related to this option grant. No officer, employee or other servant or agent
of the Company, and no servant or agent of Employee is authorized to make any
representation, warranty or other promise not contained in this Agreement. No
change, termination or attempted waiver of any of the provisions of this
Agreement shall be binding upon any party hereto unless contained in a writing
signed by the party to be charged.
(23) 15. Successors and Assigns. This Agreement shall inure to
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the benefit of and be binding upon the successors and assigns (including
subsequent, as well as immediate, successors and assigns) of the Company.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.
COMPANY:
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OHIO CASUALTY CORPORATION
By:
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EMPLOYEE:
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William L. Woodall
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