EXHIBIT EX-10.12
TRANSAMERICA CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this 3rd day of March, 1993, between
TRANSAMERICA CORPORATION, a Delaware corporation (the "Company") and
_____________________________ (the "Director").
W I T N E S S E T H:
WHEREAS, the Company has adopted the 1985 Stock Option and Award Plan of
Transamerica Corporation (the "Plan"), providing for the granting of certain
stock options to Nonemployee Directors of the Company and its Affiliates,
which options ("non-qualified stock options") are not intended to be incentive
stock options within the meaning of section 422A, or successor provisions, of
the Internal Revenue Code of 1986, as amended (the "Code"), to purchase shares
of common stock of the Company (the "Common Stock"); and
WHEREAS, the Plan authorizes the grant of an option to the Director on
the date of this Agreement, thereby allowing the Director to acquire or
increase his or her proprietary interest in the Company in order that said
Director will have a further incentive for remaining with and increasing his
or her efforts on behalf of the Company; and
WHEREAS, this Agreement is prepared in conjunction with and under the
terms of the Plan; although all of the terms of the Plan and the definitions
used in the Plan have not been set forth herein, such terms and definitions
are incorporated herein and made a part hereof by reference; and the
provisions of the Plan shall govern any interpretation of this Agreement; and
WHEREAS, the Director has accepted the grant of stock options hereunder
and agreed to the terms and conditions hereinafter stated;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. The Company hereby grants to the Director under Section 7 of the
Plan, as a separate incentive in connection with his or her service on the
Board and not in lieu of any fees or other compensation for his or her
services, a non-qualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any part of an
aggregate of 1,000 shares of authorized but unissued or reacquired shares of
the Common Stock, at the purchase price set forth in paragraph 2 of this
Agreement. The option granted hereby is not intended to be an Incentive Stock
Option within the meaning of section 422 of the Code.
2. The purchase price per share (the "Option Price") shall be
$48.25, which is the fair market value per share of the Common Stock on the
date of this Agreement. The Option Price shall be payable in the legal
tender of the United States, in shares of the Common Stock of the Company, or
in a combination of such legal tender and such shares.
3. The number and class of shares specified in paragraph 1 above,
and/or the Option Price, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend or any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of consideration
by the Company. If the Company shall be the surviving corporation in any
merger or consolidation, the option shall pertain to and apply to the
securities to which a holder of the same number of shares of Common Stock that
are subject to the option would have been entitled. A dissolution or
liquidation of the Company, or a merger or consolidation in which the Company
is not the surviving corporation, shall cause the option to terminate, unless
the agreement of merger or consolidation shall otherwise provide.
4. The right to exercise the option awarded by this Agreement is
exercisable immediately.
5. Subject to the provisions of this paragraph 5, the right to
exercise the option awarded by this Agreement shall expire on the date which
is one month after the fifth anniversary of the date of this Agreement (the
"Normal Expiration Date"). In the event of the termination of the Director's
service on the Board for any reason except Retirement, Total Disability or
death, the right to exercise the option awarded by this Agreement shall expire
three (3) months after the date of such termination or upon the Normal
Expiration Date, whichever shall first occur. In the event of the Director's
termination of service on the Board on account of his or her Retirement or
Total Disability, the right to exercise the option awarded by this Agreement
shall expire three (3) years after the date of such termination or upon the
Normal Expiration Date, whichever shall first occur. In the event the
Director shall die within such three (3) month or three (3) year period,
whichever is applicable, or shall die while a Director, the option may be
exercised by the Director's transferee, as hereinafter provided, for a period
of one (1) year after the date of the Director's death.
6. The option shall be exercisable during the Director's lifetime only
by the Director. The option shall be non-transferable by the Director
otherwise than by will or the applicable laws of descent and distribution.
7. To the extent exercisable after the Director's death, the option
shall be exercised only by the Director's transferee who shall be the person
or persons entitled to the option under the Director's will, or if the
Director shall fail to make testamentary disposition of the option, his or her
legal representative. Any transferee exercising the option must furnish the
Company (a) written notice of his or her status as transferee, (b) evidence
satisfactory to the Company to establish the validity of the transfer of the
option and compliance with any laws or regulations pertaining to said
transfer, and (c) written acceptance of the terms and conditions of the option
as prescribed in this Agreement.
8. The option may be exercised by the person then entitled to do so as
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to any shares which may then be purchased (a) by giving written notice of
exercise to the Company, specifying the number of full shares to be purchased
and accompanied by full payment of the purchase price thereof (and the amount
of any income tax the Company is required by law to withhold by reason of such
exercise), and (b) by giving satisfactory assurances in writing if requested
by the Company, signed by the person exercising the option, that the shares to
be purchased upon such exercise are being purchased for investment and not
with a view to the distribution thereof. No partial exercise of this option
may be for less than ten (10) share lots or multiples thereof. Unless
otherwise specified by the Director, a partial exercise of the option shall be
deemed to be an exercise of the portion of the option with the earliest Normal
Expiration Date(s).
9. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of the shares covered by the option
upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory authority, is necessary or
desirable as a condition of the purchase of shares hereunder, the option may
not be exercised, in whole or in part, unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company. The Company
shall make reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent or approval
of any such governmental authority.
10. Neither the Director nor any person claiming under or through said
Director shall be or have any of the rights or privileges of a stockholder of
the Company in respect of any of the shares issuable upon the exercise of the
option, unless and until certificates representing such shares shall have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to Director.
11. A leave of absence or an interruption in service (including an
interruption during military service) authorized or acknowledged by the
Company shall not be deemed a termination of service for the purposes of this
Agreement.
12. Any notice to be given to the Company under the terms of this
Agreement shall be addressed to the Company, in care of its Secretary, at 600
Montgomery Street, San Francisco, California 94111, or at such other address
as the Company may hereafter designate in writing. Any notice to be given to
the Director shall be addressed to the Director at the address set forth
beneath the Director's signature hereto, or at such other address as the
Director may hereafter designate in writing. Any such notice shall be deemed
to have been duly given if and when enclosed in a properly sealed envelope,
addressed as aforesaid, registered or certified and deposited, postage and
registry fee prepaid, in a United States post office.
13. Nothing herein contained shall affect the Director's right to
participate in and receive benefits under and in accordance with the then
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current provisions of any pension, insurance or other employee welfare plan or
program of the Company or any Affiliate.
14. Except as otherwise herein provided, the option herein granted and
the rights and privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to sale under execution, attachment or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of said option, or of any right or privilege conferred
hereby, contrary to the provisions hereof, or upon any attempted sale under
any execution, attachment or similar process upon the rights and privileges
conferred hereby, said option and the rights and privileges conferred hereby
shall immediately become null and void.
15. Notwithstanding any other provision of this Agreement except the
last sentence of paragraph 5 hereof relating to the death of the Director (in
which case this option is exercisable to the extent set forth therein), this
option is not exercisable after the expiration of five (5) years and one (1)
month from the date of this Agreement. In no event is this option exercisable
after the expiration of six (6) years and one (1) month from the date of this
Agreement.
16. Subject to the limitation on the transferability of the option
contained herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors and assigns
of the parties hereto.
17. This Agreement is subject to all the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
shall govern. Terms used and not defined in this Agreement shall have the
meaning set forth in the Plan.
18. Notwithstanding the provisions of Section 2 of the Plan, the
Committee shall exercise no discretion with respect to the interpretation or
administration of this option. The Board shall have the power to construe the
Plan and the option, to determine all questions arising thereunder, and to
adopt and amend such rules and regulations for the administration thereof as
it may deem desirable. The interpretation and construction by the Board of
any provision of the Plan or of the option shall be final. No member of the
Board shall be liable for any action or determination made in good faith with
respect to the Plan or the option.
19. In the event that any provision in this Agreement shall be held
invalid or unenforceable, such provision shall be severable from, and such
invalidity or unenforceability shall not be construed to have any effect on,
the remaining provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement, in
duplicate, the day and year first above written.
TRANSAMERICA CORPORATION
By _________________________________
________________________________________
Director Signature
________________________________________
________________________________________
Address
________________________________________
Social Security Number
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