Exhibit 10.3.2
OPTION GRANT CERTIFICATE
ENHANCE FINANCIAL SERVICES GROUP INC., a New York corporation
("Enhance"), hereby grants to ______________________ (the "Director") an Option
to purchase _______ shares (the "Option Shares") of Common Stock pursuant to
Enhance's Non-Employee-Director Stock Option Plan (as such may be amended from
time to time, the "Plan").
1. BASIC TERMS OF OPTION
(a) TERM OF OPTION. The Option shall expire December 31, 2009.
(b) EXERCISE PRICE. The exercise price shall be $16.50 per share of Common Stock
(the "Purchase Price").
(c) VESTING. The Option shall become exercisable in equal installments in
accordance with Article 3.
(d) METHOD OF EXERCISE. The Option may be exercised by the Director in
accordance with the terms hereof and of the Plan for any and all Option Shares
by written notice (the "Exercise Notice") from the Director to the Company or
its designee in such form as the Company shall prescribe. Payment of the
Purchase Price may be made in the form of cash or shares of Common Stock, as
permitted by the Plan, and shall accompany the Exercise Notice to the Company.
2. OPTION SHARES
(a) STATUS OF OPTION SHARES. Effective upon the exercise of the Option in whole
or in part and the receipt by Enhance of the Purchase Price for the Option
Shares being purchased, the Director shall be the holder of record of such
shares and shall have all of the rights of a shareholder with respect thereto
(including the right to vote such shares at any meeting at which the holders of
the Common Stock may vote, the right to receive all dividends declared and paid
upon such shares and the right to exercise any rights or warrants issued in
respect of any such shares). Enhance shall, upon receipt of the Purchase Price,
issue in the name of the Director a certificate representing the Option Shares
purchased from time to time.
(b) OPTION SHARES UNREGISTERED. As of the date of grant of the Option, the
Option Shares are subject to an effective registration statement under the
Securities Act of 1933, as amended (the "Act"). However, Enhance is under no
obligation to (i) maintain such registration of the Option Shares under the Act
or (ii) if such registration is not effective upon the exercise of the Option in
full and the sale of the Option Shares, to register the Option Shares under the
Act in connection with any future public offering of Enhance's securities or
otherwise. Unless the Option Shares issuable upon a given exercise shall then be
subject to an effective registration statement under the Act, the certificate
representing such shares shall bear the following legend or such other legend as
Enhance's counsel may deem appropriate:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
in no event be offered, sold, transferred or assigned unless and
until the shares have been so registered or, in the opinion of
counsel to Enhance Financial Services Group Inc., an exemption
from such registration is available."
(c) INVESTMENT INTENT. If the certificate representing the Option Shares
issuable upon a given exercise is required to bear the legend set forth above
(or a legend to like effect), the Director shall, by such exercise of the
Option, be deemed conclusively to represent to and agree with Enhance that the
Director is acquiring the Option Shares then being purchased for his or her own
account and not for the account of others, for investment only and not with a
view to public sale or distribution.
(d) PRIOR CONDITIONS. Enhance shall not be required to issue or deliver any
certificate representing Option Shares prior to (i) the admission of such shares
to listing on any stock exchange on which the Common Stock may then be listed,
(ii) the completion of any registration or any other qualification of such
shares under any federal or state law or any rulings or regulations of any
governmental regulatory body, (iii) the obtaining of any consent or approval or
other clearance from any governmental agency which Enhance shall, in its sole
discretion, determine to be necessary or advisable, and (iv) the payment to
Enhance, upon its request, of any amount requested by Enhance for the purposes
of satisfying its liability, if any, to withhold taxes of any kind or any other
applicable assessment (plus interest or penalties thereon, if any, caused by a
delay in making such payment) incurred by reason of the exercise of the Option.
3. VESTING OF OPTION
(a) VESTING CONDITIONS. If the Director remains continuously as a director of
Enhance or an Insurance Subsidiary through the close of business on each date
indicated in Column I below, the Option shall thereupon vest (on a cumulative
basis) as to the portion of the Option Shares indicated opposite such date in
Column II below:
2
(I) (II)
the %
(or additional %)
If directorship of the Option
continues through then which vests is
----------------- ---- --------------
December 31, 2000 50%
December 31, 2001 50%
(b) EFFECT OF TERMINATION OF DIRECTORSHIP. If the Director's service as a
director of Enhance and its Insurance Subsidiaries is terminated for any reason
whatsoever before all installments of the Option shall have vested pursuant to
Paragraph 3(a), then any portion of the Option which is not vested at the time
of such termination shall automatically terminate on the date of the termination
of his or her service as a director, and all rights and interests of the
Director in and to such unvested portion of the Option shall thereupon
terminate. Should the Director's service be terminated before any given date set
forth in Paragraph 3(a) upon his or her death or Disability, then the
installments of the Option which are vested at the time of such termination
shall remain exercisable in accordance with the terms hereof as if such
termination of service shall not have occurred. Should the Director's service be
terminated before either date set forth in Paragraph 3(a) under any other
circumstances, the vested portion of the Option not subsequently exercised on or
before the 180th day after such termination shall thereupon automatically
terminate.
(c) EFFECT OF LEAVE OF ABSENCE. A leave of absence from Enhance or any Insurance
Subsidiary which is approved by the Board with specific reference to the grant
evidenced by this Certificate shall not be considered a termination of the
Director's service as a director of Enhance for purposes of this Article 3 or
any other provision of this Certificate, provided that each date set forth in
the table in Paragraph 3(a) which shall follow the commencement of the leave of
absence shall be automatically deferred for a period equal to the period of the
leave of absence.
(d) BOARD'S RIGHT OF WAIVER OR ACCELERATION. Any provision of this Article 3 to
the contrary notwithstanding, the Board reserves the right, in its sole
discretion, to waive any condition to the vesting of the Option and accelerate
the date on which any installment of the Option shall vest in the event of a
change in control of Enhance or otherwise.
(e) ENHANCE'S TERMINATION OF VESTED PORTION OF OPTION. At any time on or after
the date on which the Director's service as a director of Enhance and each
Insurance Subsidiary is terminated for any reason (whether voluntarily or
involuntarily and whether by the Director or by Enhance or an Insurance
Subsidiary) and prior to the exercise or expiration thereof, Enhance may cause
the vested portion of the Option to terminate. Enhance may make such election by
giving to the Director written notice of such termination on or before the date
thereof. To effect such termination, Enhance shall, in addition to giving such
notice, pay the Director a lump sum amount in cash equal to the excess, if any,
of (i) the then Fair Market Value of the Option Shares issuable upon the
exercise of the vested portion of the Option
3
over (ii) the Purchase Price for such shares. If such excess equals zero or a
negative amount, then Enhance shall be entitled to terminate the vested portion
of the Option merely by giving the aforesaid written notice to the Director.
(f) DEFINITION. "Disability" means a disability which would entitle the
Director, were he or she a senior executive officer of the Enhance, to benefits
under the long-term disability insurance program of Enhance applicable to such
executive officer or which would entitle such executive officer to such benefits
after any applicable waiting period.
4. GENERAL PROVISIONS
(a) ADMINISTRATION AND CONSTRUCTION. The provisions hereof shall be administered
and construed by the Board (or a Committee thereof), whose decisions shall be
conclusive and binding on Enhance, the Director and anyone claiming under or
through either of them. Without limiting the generality of the foregoing, any
determination as to whether or not an event has occurred or failed to occur
which causes any unvested portion of the Option to be forfeited or become vested
pursuant hereto, shall be made in the good faith but otherwise absolute
discretion of the Board. By the Director's acceptance of this Certificate, the
Director and each person claiming under or through the Director irrevocably
consents and agrees to all actions, decisions and determinations to be taken or
made by the Board in good faith pursuant to this Certificate and the Plan.
(b) OPTION NOT ASSIGNABLE OR TRANSFERABLE. The Option is not assignable or
transferable other than by will or the laws of descent and distribution, either
voluntarily, or, to the full extent permitted by law, involuntarily, by way of
encumbrance, pledge, attachment, levy or charge of any nature. Any rights of the
Director hereunder shall be exercisable during the Director's lifetime only by
such Director or by his or her guardian or legal representative.
(c) NO DIRECTORSHIP RIGHTS. No provision of this Certificate or of the Plan
shall confer upon the Director any right to continue as a director of Enhance or
an Insurance Subsidiary or shall in any way affect the right of the shareholders
of Enhance or of the shareholder of the Insurance Subsidiaries for any reason or
no reason to remove or decline to re-elect the Director or the right of the
Board to refrain from nominating the Director for re-election to the Board (if
he or she is a director of Enhance) at any time or shall impose upon Enhance any
liability for any forfeiture of any unvested portion of the Option which may
result under this Certificate if the Director's service is so terminated.
(d) RECAPITALIZATION. If the Director receives, with respect to the Option, any
other option or warrant to purchase securities of Enhance, of a Subsidiary or of
any other entity as a result of any recapitalization, merger, consolidation,
combination or exchange of shares or a similar corporate change, any such other
option or warrant received by the Director shall likewise be subject to the
terms and conditions of this Certificate and shall be included in the term
"Option." Similarly, any securities or other property as to which such other
option or warrant is exercisable shall be included in the term "Option Shares."
In the event of any such
4
corporate change, the Purchase Price set forth in Paragraph 1(b) shall be
appropriately adjusted by the Board such that the aggregate price for all such
Option Shares is not changed.
(e) LEGAL REPRESENTATIVE. In the event of the Director's death or a judicial
determination of the Director's incompetence, reference in this Certificate to
the Director shall be deemed to refer to the Director's legal representative or,
where appropriate, to the Beneficiary.
(f) HOLIDAYS. If any event provided for in this Certificate is scheduled to take
place on a legal holiday, such event shall take place on the next succeeding day
that is not a legal holiday.
(g) NOTICES TO ENHANCE. Any notice or other communication to Enhance pursuant to
any provision of this Certificate shall be deemed to have been delivered when
delivered in person to the Corporate Secretary of Enhance or when deposited in
the United States mail, first class postage prepaid, addressed to the Corporate
Secretary of Enhance at 335 Madison Avenue, New York, New York 10017 or the
address of such other location to which the principal offices of Enhance shall
be moved.
(h) NOTICES TO THE DIRECTOR. Any notice or other communication to the Director
pursuant to any provision of this Certificate shall be deemed to have been
delivered when delivered to the Director in person or when deposited in the
United States mail, first class postage prepaid, addressed to the Director at
his or her address as reflected in the records of Enhance or at such other
address of which the Director may from time to time give Enhance written notice
in accordance with Paragraph 4(g).
(i) AGREEMENT SUBJECT TO PLAN. This Option Grant Certificate is being executed
and delivered pursuant to and is subject in all events to the Plan, a copy of
which has heretofore been delivered to the Director or is being delivered to the
Director concurrently with this Certificate and which is incorporated in this
Certificate by reference. Each provision of this Certificate shall be
administered and construed in accordance with the Plan, and any provision that
cannot be so administered or construed shall to that extent be disregarded.
ENHANCE FINANCIAL SERVICES
GROUP INC.
Date: As of December 31, 1999 By: ______________________
Samuel Bergman
Executive Vice President
5