TRANSAMERICA CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of this ___ day of _______, 199__, between
TRANSAMERICA CORPORATION, a Delaware corporation (the "Company") and (the
"Director").
WITNESSETH:
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 Non-employee 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 422, 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 _______ 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 $_______,
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, are subject to 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 of Common Stock (an
"Event"). Any such adjustment shall be made by the Board of Directors of the
Company as constituted immediately prior to the applicable Event (the
"Applicable Board") and shall be designed so that if the Director (or any
beneficiary) exercises this option after an Event, he or she shall receive (upon
payment of the Option Price for each share exercised) the securities and any
other property (other than regular cash dividends) which the Director (or
beneficiary) would have been entitled to had he or she instead acquired the
shares on the date of this Agreement and held them through the date of exercise.
Notwithstanding the preceding, (a) the number of shares subject to this option
always shall be a whole number, and (b) if the Applicable Board determines that
the delivery of securities or other property (other than shares of Common Stock)
from any such adjustment would create an undue burden or expense, the Director
(or beneficiary) instead shall receive a lump sum cash payment equal to the fair
market value (as determined by the Applicable Board) or such securities or other
property.
4. The right to exercise the option awarded by this Agreement shall accrue
as to 100% of the shares subject to such option on the date which is six months
after the date of this Agreement. Notwithstanding any contrary provisions of
this Agreement, immediately upon the occurrence of a Change of Control, the
right to exercise the option awarded by this Agreement shall accrue as to 100%
of the shares subject to such option.
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 tenth 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 other than by
will, the applicable laws of descent and distribution or a valid beneficiary
designation made under such procedures as may be specified by the Board from
time to time.
7. To the extent exercisable after the Director's death, the option shall
be exercised only by the Director's beneficiary as provided in paragraph 6 of
this Agreement. If the Director fails to designate a beneficiary, or if no
beneficiary survives the Director, the option shall be exercised only by 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 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.
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
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 ten (10) years and one (1) month from
the date of this Agreement. In no event is this option exercisable after the
expiration of eleven (11) 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.
IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate,
the day and year first above written.
TRANSAMERICA CORPORATION
By:
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Assistant Secretary
Signature
Address:
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