EXHIBIT EX-10.3
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TRANSAMERICA CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
Transamerica Corporation (the "Company") hereby grants you, [NAME]
(the "Employee"), a nonqualified stock option under the Company's 1995
Performance Stock Option Plan (the "Plan"), to purchase shares of common stock
of the Company ("Shares"). The date of this Agreement is [DATE] (the "Grant
Date"). In general, the latest date this option is exercisable is [DATE] (the
"Expiration Date"). However, as provided in Appendix A (attached hereto),
this option may expire earlier than the Expiration Date. Subject to the
provisions of Appendix A and of the Plan, the principal features of this
option are as follows:
Maximum Number of Shares
Purchasable with this Option: [NUMBER] Purchase Price per Share: $[NUMBER]
Scheduled Vesting Date: [DATE]
Event Triggering Maximum Time to Exercise
Termination of Option After Triggering Event*
Termination of Employment (except as shown
below) 3 months
Termination of Employment due to Disability 3 years
Termination of Employment due to Early or
Normal Retirement 5 years
Death (prior to expiration of option) 3 years
Failure of Option to Vest None
* However, in no event may this option be exercised after the Expiration
Date (except in certain cases of the death of the Employee).
Your signature below indicates your agreement and understanding that
this option is subject to all of the terms and conditions contained in
Appendix A and the Plan. For example, important additional information on
vesting and termination of this option is contained in Paragraphs 4 through 6
of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.
TRANSAMERICA CORPORATION EMPLOYEE
By
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APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS
1. Grant of Option. The Company hereby grants to the Employee
under the Plan, as a separate incentive in connection with his or her
employment and not in lieu of any salary or other compensation for his or her
services, a nonqualified 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
[NUMBER] Shares. The option granted hereby is not intended to be an Incentive
Stock Option within the meaning of Section 422 of the Code.
2. Exercise Price. The purchase price per Share for this option
(the "Exercise Price") shall be $[NUMBER].
3. Number of Shares. The number and class of Shares specified in
Paragraph 1 above, and/or the Exercise Price, are subject to appropriate
adjustment in the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, Share
combination, distribution or other change in the corporate structure of the
Company affecting the Shares; provided, however, that the number of Shares
subject to this option shall always be a whole number. Subject to any
required action of the stockholders of the Company, if the Company is the
surviving corporation in any merger or consolidation, this option (to the
extent that it is still outstanding) shall pertain to and apply to the
securities to which a holder of the same number of Shares that are then
subject to the option would have been entitled.
4. Vesting Schedule. The right to exercise this option will vest
as to 100% of the Shares specified in Paragraph 1 above on the tenth trading
day (occurring within a period of thirty (30) consecutive trading days) on
which the Fair Market Value of a Share is at least $[NUMBER], provided that
vesting will occur only if both (a) such tenth trading day occurs on or before
[DATE], and (b) the Employee is an Executive on each of such ten (10) trading
days. Notwithstanding clause (b) of the preceding sentence, in the event of
the Employee's Termination of Employment due to Normal Retirement, Disability
or death, (i) if the right to exercise any particular Shares would have vested
within six (6) months after such Termination of Employment (had the Employee
not incurred a Termination of Employment), then the right to exercise such
Shares will vest on the date that such right otherwise would have vested, and
(ii) if the right to exercise any particular Shares would have vested more
than six (6) months after such Termination of Employment (had the Employee not
incurred a Termination of Employment), then the right to exercise a portion of
such Shares will vest on the date that such right otherwise would have vested,
as determined in the discretion of the Committee based on the time elapsed
from the Grant Date to the Termination of Employment and the vesting date.
5. Termination of Option. In the event of the Employee's
Termination of Employment for any reason other than Early or Normal
Retirement, Disability or death, the Employee may, within three (3) months
after the date of such Termination, or prior to the Expiration Date, whichever
shall first occur, exercise any vested but unexercised portion of this option.
In the event of the Employee's Termination of Employment due to Disability,
the Employee may, within three (3) years after the date of such Termination,
or prior to the Expiration Date, whichever shall first occur, exercise any
vested but unexercised portion of this option. In the event of the Employee's
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Termination of Employment due to Early or Normal Retirement, the Employee may,
within five (5) years from the date of such Termination, or prior to the
Expiration Date, whichever shall first occur, exercise any vested but
unexercised portion of this option. In addition, this option shall terminate
(a) on the first date on which the option no longer may become exercisable
pursuant to Paragraph 4 above, or (b) upon exercise of the tandem limited
stock appreciation right (the "TLSAR") granted with this option (but only to
the extent provided in the following sentence). For each Share with respect
to which the TLSAR is exercised, the right to exercise [NUMBER] of the Shares
subject to this option shall immediately terminate, provided that the number
of Shares which so terminate shall be rounded to the nearest whole number (or
to such number as is appropriate to ensure that the total number of shares
covered by this option does not exceed the number specified in Paragraph 1
above).
6. Death of Employee. In the event that the Employee dies prior
to the expiration of this option in accordance with the provisions of
Paragraph 5 above, the Employee's designated beneficiary, or if no beneficiary
survives the Employee, the administrator or executor of the Employee's estate,
may, within three (3) years after the date of death, exercise any vested but
unexercised portion of the option. Any such transferee must furnish the
Company (a) written notice of his or her status as a transferee, (b) evidence
satisfactory to the Company to establish the validity of the transfer of this
option and compliance with any laws or regulations pertaining to such
transfer, and (c) written acceptance of the terms and conditions of this
option as set forth in this Agreement.
7. Persons Eligible to Exercise Option. This option shall be
exercisable during the Employee's lifetime only by the Employee. This option
is not transferable, except that the Employee may transfer this option (a) by
a valid beneficiary designation made in a form and manner acceptable to the
Committee, or (b) by will or the applicable laws of descent and distribution.
8. Exercise of Option. This option may be exercised by the
person then entitled to do so as to any Shares which may then be purchased (a)
by giving written notice of exercise to the Secretary of the Company (or his
or her designee), specifying the number of full Shares to be purchased and
accompanied by full payment of the Exercise Price (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.
9. Suspension of Exercisability. If at any time the Company
shall determine, in its discretion, that the listing, registration or
qualification of the Shares 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, this 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.
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10. No Rights of Stockholder. Neither the Employee (nor any
beneficiary) shall be or have any of the rights or privileges of a stockholder
of the Company in respect of any of the Shares issuable pursuant to the
exercise of this 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 the Employee (or beneficiary).
11. No Effect on Employment. The Employee's employment with the
Company and its Affiliates is on an at-will basis only. Accordingly, the
terms of the Employee's employment with the Company and its Affiliates shall
be determined from time to time by the Company or the Affiliate employing the
Employee (as the case may be), and the Company or the Affiliate shall have the
right, which is hereby expressly reserved, to terminate or change the terms of
the employment of the Employee at any time for any reason whatsoever, with or
without good cause. For purposes of this Agreement, the transfer of
employment of the Employee between the Company and any one of its Affiliates
(or between Affiliates) shall not be deemed a Termination of Employment.
12. Address for Notices. 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.
13. Option is Not Transferable. Except as otherwise provided in
Paragraphs 6 and 7 above, this option and the rights and privileges conferred
hereby may not be transferred, pledged, assigned or otherwise 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, pledge, assign, hypothecate or otherwise dispose of this option, or
of any right or privilege conferred hereby, or upon any attempted sale under
any execution, attachment or similar process, this option and the rights and
privileges conferred hereby immediately shall become null and void.
14. Maximum Term of Option. Notwithstanding any other provision
of this Agreement except Paragraph 6 above relating to the death of the
Employee (in which case this option is exercisable to the extent set forth
therein), this option is not exercisable after the Expiration Date.
15. Binding Agreement. Subject to the limitation on the
transferability of this 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.
16. Conditions to Exercise. The Exercise Price for this option
must be paid in the legal tender of the United States or, in the Committee's
sole discretion, in Shares. Exercise of this option will not be permitted
until satisfactory arrangements have been made for the payment of the
appropriate amount of withholding taxes (as determined by the Company).
17. Plan Governs. This Agreement is subject to all of 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. Capitalized terms and phrases used and
not defined in this Agreement shall have the meaning set forth in the Plan.
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18. Committee Authority. The Committee shall have all discretion,
power, and authority to interpret the Plan and this Agreement and to adopt
such rules for the administration, interpretation and application of the Plan
as are consistent therewith. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon the Employee, the Company and all other interested persons, and shall be
given the maximum deference permitted by law. No member of the Committee
shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or this Agreement.
19. Captions. The captions provided herein are for convenience
only and are not to serve as a basis for the interpretation or construction of
this Agreement.
20. Agreement Severable. 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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