EXHIBIT 10(l)
AGREEMENT NO. ____-ISO-______
20TH CENTURY INDUSTRIES
INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
1995 STOCK OPTION PLAN
This Incentive Stock Option Agreement ("Agreement") is made and entered
into as of the Date of Grant indicated below by and between 20th Century
Industries, a California corporation, (the "Company") and the person named below
as Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of its
"subsidiary corporations," as such term is defined in Section 424(f), of the
Internal Revenue Code (the "Code"); and
WHEREAS, pursuant to the Company's 1995 Stock Option Plan (the "1995
Plan"), the committee of the Board of Directors of the Company administering the
1995 Plan (the "Committee") has approved the grant to Optionee of an option to
purchase shares of the Common Stock of the Company (the "Common Shares"), on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company hereby
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., prevailing Pacific Time,
on the Expiration Date indicated below and shall be subject to all of the terms
and conditions set forth in the 1995 Plan and this Agreement.
Optionee: ______________
Date of Grant: ___________, 199__
Numbers of shares purchasable: ________ shares
1
Exercise Price per share: $_________
Expiration Date: ___________, 200__
Vesting Rate: ________vesting
2. INCENTIVE STOCK OPTION; INTERNAL REVENUE CODE REQUIREMENTS. The
Option is intended to qualify as an incentive stock option under Section 422 of
the Code.
3. ACCELERATION AND TERMINATION OF OPTION.
(a) TERMINATION OF EMPLOYMENT.
(i) RETIREMENT. In the event that Optionee shall cease to be
an employee of the Company or any "subsidiary corporation", as defined
above, (such event shall be referred to herein as the "Termination of
Employment") by reason of retirement in accordance with the Company's
then-current retirement practices, then the Option shall fully vest with
respect to all Option Shares upon the date of such Termination of
Employment and shall terminate no later than the Expiration Date.
OPTIONEE UNDERSTANDS AND ACKNOWLEDGES THAT, IF SUCH OPTION IS EXERCISED
ON OR AFTER THE THREE MONTH ANNIVERSARY OF SUCH TERMINATION OF
EMPLOYMENT, SUCH OPTION MAY NOT QUALIFY AS AN "INCENTIVE STOCK OPTION"
UNDER SECTION 422 OF THE CODE AND THAT OPTIONEE SHOULD CONSULT HIS OR HER
OWN TAX ADVISOR REGARDING ALL CONSEQUENCES ARISING FROM ANY SUCH
EXERCISE.
(ii) DEATH OR PERMANENT DISABILITY. If the Termination of
Employment occurs by reason of the death or Permanent Disability (as
hereinafter defined) of Optionee, then the Option shall (A) fully vest
with respect to all Option Shares upon the date of such Termination of
Employment, (B) be exercisable by Optionee or, in the event of death, the
person or persons to whom Optionee's rights under the Option shall have
passed by will or by the applicable laws of descent or distribution, and
(C) terminate on the first anniversary of the date of such Termination of
Employment. "Permanent Disability" shall mean the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. The Optionee shall not be deemed to
have a Permanent Disability until proof of the existence thereof shall
have been furnished to the Committee in such form and manner, and at such
times, as the Committee may require. Any determination by the
2
Committee that Optionee does or does not have a Permanent Disability shall
be final and binding upon the Company and Optionee.
(iii) OTHER TERMINATION. If the Termination of Employment occurs
for any reason other than those enumerated in (i) through (ii) of this
Section 3(a), then (A) the portion of the Option that has not vested on
or prior to the date of such Termination of Employment shall terminate on
such date and (B) the remaining vested portion of the Option shall
terminate on the earlier of the Expiration Date or the three (3) month
anniversary of the date of such Termination of Employment.
(b) DEATH FOLLOWING TERMINATION OF EMPLOYMENT. Notwithstanding
anything to the contrary in this Agreement, if Optionee shall die at any time
after the Termination of Employment and prior to the Expiration Date, then,
unless the Termination of Employment had occurred for cause, the remaining
vested but unexercised portion of the Option shall terminate on the earlier of
the Expiration Date or the first anniversary of the date of such death.
(c) ACCELERATION OF OPTION. The Option shall become fully exercisable
immediately prior to a Change in Control. A Change in Control shall be deemed
to take place upon the occurrence of any of the following:
(i) Any merger or consolidation of the Company with or into any
other person, as the result of which the holders of the Company's Common
Shares immediately prior to the transaction shall, on the basis of such
holdings prior to such transaction, hold less than 50% of the total
outstanding voting stock of the surviving corporation immediately upon
completion of the transaction.
(ii) Any sale or exchange of all or substantially all of the
property and assets of the Company.
(iii) Any change in a majority of the Board of Directors of the
Company occurring within a period of two years or less, such that a
majority of the Board of Directors is comprised of individuals who are
not "Continuing Directors". For purposes of the foregoing, a "Continuing
Director" shall be a director (A) who was in office at the commencement of
such period of two years or (B) was elected subsequent to the commencement
of such period with the approval of not less than a majority of those
directors referred to in clause (A) who are then in office. Any director
meeting the qualifications of clause (B) of the previous sentence shall,
with respect to further determinations after the date of such director's
election, be deemed a director meeting the qualifications of clause (A) of
the previous sentence.
(iv) Any "person" (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall
become the "beneficial
3
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of a majority of the Company's outstanding Common Stock.
(v) the liquidation or dissolution of the Company.
(vi) any other transaction or reorganization similar to the
foregoing which in the opinion of the Committee constitutes a "change of
control" of the nature described in subparagraphs (i) through (v) hereof.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, partial or complete liquidation, stock split, reverse stock
split or the like, or if substantially all of the property and assets of the
Company are sold, then, unless the terms of such transaction shall provide
otherwise, the Option then outstanding shall thereafter be exercisable (on
substantially the same terms and subject to substantially the same conditions as
were applicable under such Option) for the number of shares or other securities
or cash or other property as the holder of such Option would have been entitled
to receive pursuant to such transaction had such holder exercised such Option in
full immediately prior to such transaction. The Committee shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may be acquired upon the
exercise in full of the Option; provided, however, that any such adjustments in
the Option shall be made without changing the aggregate Exercise Price of the
then unexercised portion of the Option; provided further that no adjustment
shall be made to the number of Common Shares that may be acquired to the extent
such adjustment would result in the Option being treated as other than an
Incentive Stock Option.
5. EXERCISE.
(a) IN GENERAL. The Option shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased, which for any
single exercise may not be fewer than 100 Option Shares or, if smaller, the
number of Option Shares then vested and exercisable, (the "Purchased Shares")
and the aggregate Exercise Price for such shares (the "Exercise Price"),
together with payment in full of such aggregate Exercise Price and any
Withholding Liability (as hereinafter defined) in cash. At the discretion of
the Committee, prior to Termination of Employment an Optionee may pay all or a
portion of such aggregate Exercise Price (but not any Withholding Liability) by
borrowing funds from the Company in accordance with such policies and procedures
4
as the Committee may from time to time establish.
(b) LIMITATION ON EXERCISE. Notwithstanding any other provision of
this Agreement, Optionee shall not be entitled to benefit from the Option
granted hereunder and shall not be entitled to exercise any rights with respect
to this Option if such grant or exercise would violate any provision of the
charter of the Company. Pursuant to the 1995 Plan, the grant or exercise of an
Option in violation of this Section 5(b) shall be void AB INITIO and shall not
be effective to convey any rights to Optionee. As a condition to exercise of
this Option, Optionee will be required to certify to the Company that the
acquisition of Common Shares pursuant to the exercise of this Option will not
result in a violation of any provision of the charter of the Company. If this
Option (or any portion thereof) is not exercisable by virtue of this Section
5(b), then such exercise shall be deferred until the earlier of such time, if
any, that Optionee becomes entitled to exercise this Option or the Expiration
Date. This Section 5(b) shall not result in an extension of the Expiration
Date.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated
to withhold an amount on account of any federal, state, or local income tax
imposed as a result of the exercise of an option granted under this Plan (such
amount shall be referred to herein as the "Withholding Liability"), the Optionee
shall pay the Withholding Liability to the Company in full in cash on the first
date upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to
the Company at 6301 Owensmouth Avenue, Suite 700, Woodland Hills, California
91367, Attention: Corporate Secretary, or at such other address as the Company
may hereafter designate in writing to Optionee. Any notice given to Optionee
shall be sent to the address set forth below Optionee's signature hereto, or at
such other address as Optionee may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when made by hand delivery,
sent by overnight courier, sent by prepaid certified or registered mail or
transmitted by facsimile.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance of each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
may be sold,
5
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in
any manner other than by will or the laws of descent and distribution.
10. 1995 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1995 PLAN, AS IN
EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1995 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 1995 PLAN, THIS
AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE
COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1995 PLAN SHALL BE FINAL AND
BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED
IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST, SEND A COPY OF THE 1995 PLAN,
IN ITS THEN CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN
ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
fraction of a Common Share in connection with the exercise of the Option. In
any case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by the Committee) of such fraction of a Common
Share at the time of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
13. EMPLOYMENT RIGHTS. No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the employ of the Company or any of its subsidiaries, (b) affect the right of
the Company and each of its subsidiaries to terminate the employment of
Optionee, with or without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its subsidiaries other than the 1995 Plan.
14. GOVERNING LAW. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the matters covered herein and supersedes all
prior written or oral agreements or
6
understandings of the parties with respect to the matters covered herein.
Optionee acknowledges that he or she has no right to receive any additional
options unless and until such time, if any, that the Committee, in its sole
discretion, may approve the grant thereof, and that the Company has not made
any representation to the Optionee regarding future or additional option
grants, or any other option related matters. The grant of any options must
be in writing.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
20TH CENTURY INDUSTRIES OPTIONEE:
By
----------------------------- -----------------------------
William L. Mellick, President Signature
-----------------------------
Street Address
-----------------------------
City, State and Zip Code
7
AGREEMENT NO.____-NQO-______
20TH CENTURY INDUSTRIES
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
1995 STOCK OPTION PLAN
This Non-Qualified Stock Option Agreement ("Agreement") is made and
entered into as of the Date of Grant indicated below by and between 20th Century
Industries, a California corporation, (the "Company") and the person named below
as Optionee.
WHEREAS, Optionee is an employee of the Company and/or one or more of its
subsidiaries; and
WHEREAS, pursuant to the Company's 1995 Stock Option Plan (the "1995
Plan"), the committee of the Board of Directors of the Company administering the
1995 Plan (the "Committee") has approved the grant to Optionee of an option to
purchase shares of the Common Stock of the Company (the "Common Shares"), on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company hereby
grants to Optionee, and Optionee hereby accepts, as of the Date of Grant
indicated below, an option (the "Option") to purchase the number of Common
Shares indicated below (the "Option Shares") at the Exercise Price per share
indicated below. The Option shall expire at 5:00 p.m., prevailing Pacific Time,
on the Expiration Date indicated below and shall be subject to all of the terms
and conditions set forth in the 1995 Plan and this Agreement.
Optionee: ______________
Date of Grant: _______, 199___
Numbers of shares purchasable: _________shares
Exercise Price per share: $________
Expiration Date: _________, 200___
1
Vesting Rate: ___________vesting
2. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
(the"Code").
3. ACCELERATION AND TERMINATION OF OPTION.
(a) TERMINATION OF EMPLOYMENT.
(i) RETIREMENT. In the event that Optionee shall cease to be
an employee of the Company or any "subsidiary corporation", as defined
above, (such event shall be referred to herein as the "Termination of
Employment") by reason of retirement in accordance with the Company's
then-current retirement practices, then the Option shall fully vest with
respect to all Option Shares upon the date of such Termination of
Employment and shall terminate no later than the Expiration Date.
(ii) DEATH OR PERMANENT DISABILITY. If the Termination of
Employment occurs by reason of the death or Permanent Disability (as
hereinafter defined) of Optionee, then the Option shall (A) fully vest
with respect to all Option Shares upon the date of such Termination of
Employment, (B) be exercisable by Optionee or, in the event of death, the
person or persons to whom Optionee's rights under the Option shall have
passed by will or by the applicable laws of descent or distribution, and
(C) terminate on the first anniversary of the date of such Termination of
Employment. "Permanent Disability" shall mean the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months. The Optionee shall not be deemed to
have a Permanent Disability until proof of the existence thereof shall
have been furnished to the Committee in such form and manner, and at such
times, as the Committee may require. Any determination by the Committee
that Optionee does or does not have a Permanent Disability shall be final
and binding upon the Company and Optionee.
(iii) OTHER TERMINATION. If the Termination of Employment occurs
for any reason other than those enumerated in (i) through (ii) of this
Section 3(a), then (A) the portion of the Option that has not vested on
or prior to the date of such Termination of Employment shall terminate on
such date and (B) the remaining vested portion of the Option shall
terminate on the earlier of the Expiration Date or the three (3) month
anniversary of the date of such Termination of Employment.
(b) DEATH FOLLOWING TERMINATION OF EMPLOYMENT. Notwithstanding
anything to the contrary in this Agreement, if Optionee shall die at any time
after the Termination of Employment and prior to the Expiration Date, then,
unless the Termination of Employment had occurred for
2
cause, the remaining vested but unexercised portion of the Option shall
terminate on the earlier of the Expiration Date or the first anniversary of
the date of such death.
(c) ACCELERATION OF OPTION. The Option shall become fully exercisable
immediately prior to a Change in Control. A Change in Control shall be deemed
to take place upon the occurrence of any of the following:
(i) Any merger or consolidation of the Company with or into any
other person, as the result of which the holders of the Company's Common
Shares immediately prior to the transaction shall, on the basis of such
holdings prior to such transaction, hold less than 50% of the total
outstanding voting stock of the surviving corporation immediately upon
completion of the transaction.
(ii) Any sale or exchange of all or substantially all of the
property and assets of the Company.
(iii) Any change in a majority of the Board of Directors of the
Company occurring within a period of two years or less, such that a
majority of the Board of directors is comprised of individuals who are
not "Continuing Directors". For purposes of the foregoing, a "
Continuing Director" shall be a director (A) who was in office at the
commencement of such period of two years or (B) was elected subsequent to
the commencement of such period with the approval of not less than a
majority of those directors referred to in clause (A) who are then in
office. Any director meeting the qualifications of clause (B) of the
previous sentence shall, with respect to further determinations after the
date of such director's election, be deemed a director meeting the
qualifications of clause (A) of the previous sentence.
(iv) Any "person" (as defined in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall
become the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of a majority of the Company's
outstanding Common Stock.
(v) the liquidation or dissolution of the Company.
(vi) any other transaction or reorganization similar to the
foregoing which in the opinion of the Committee constitutes a "change of
control" of the nature described in subparagraphs (i) through (v) hereof.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification,
3
partial or complete liquidation, stock split, reverse stock split or the
like, or if substantially all of the property and assets of the Company are
sold, then, unless the terms of such transaction shall provide otherwise, the
Option then outstanding shall thereafter be exercisable (on substantially the
same terms and subject to substantially the same conditions as were
applicable under such Option) for the number of shares or other securities or
cash or other property as the holder of such Option would have been entitled
to receive pursuant to such transaction had such holder exercised such Option
in full immediately prior to such transaction. The Committee shall make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may be acquired upon the
exercise in full of the Option.
5. EXERCISE.
(a) IN GENERAL. The Option shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased, which for any
single exercise may not be fewer than 100 Option Shares or, if smaller, the
number of Option Shares then vested and exercisable, (the "Purchased Shares")
and the aggregate Exercise Price for such shares (the "Exercise Price"),
together with payment in full of such aggregate Exercise Price and any
Withholding Liability (as hereinafter defined) in cash. At the discretion of
the Committee, prior to Termination of Employment an Optionee may pay all or a
portion of such aggregate Exercise Price (but not any Withholding Liability) by
borrowing funds from the Company in accordance with such policies and procedures
as the Committee may from time to time establish.
(b) LIMITATION ON EXERCISE. Notwithstanding any other provision of
this Agreement, Optionee shall not be entitled to benefit from the Option
granted hereunder and shall not be entitled to exercise any rights with respect
to this Option if such grant or exercise would violate any provision of the
charter of the Company. Pursuant to the 1995 Plan, the grant or exercise of an
Option in violation of this Section 5(b) shall be void AB INITIO and shall not
be effective to convey any rights to Optionee. As a condition to exercise of
this Option, Optionee will be required to certify to the Company that the
acquisition of Common Shares pursuant to the exercise of this Option will not
result in a violation of any provision of the charter of the Company. If this
Option (or any portion thereof) is not exercisable by virtue of this Section
5(b), then such exercise shall be deferred until the earlier of such time, if
any, that Optionee becomes entitled to exercise this Option or the Expiration
Date. This Section 5(b) shall not result in an extension of the Expiration
Date.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated
to withhold an amount on account of any federal, state, or local income tax
imposed as a result of the exercise of an option granted under this Plan (such
amount shall be referred to herein as the "Withholding Liability"), the Optionee
shall pay the Withholding Liability to the Company in full in cash on the
4
first date upon which the Company becomes obligated to pay such amount
withheld to the appropriate taxing authority, and the Company may delay
issuing the Common Shares pursuant to such exercise until it receives the
Withholding Liability from the Optionee.
7. NOTICES. Any notice given to the Company shall be addressed to
the Company at 6301 Owensmouth Avenue, Suite 700, Woodland Hills, California
91367, Attention: Corporate Secretary, or at such other address as the Company
may hereafter designate in writing to Optionee. Any notice given to Optionee
shall be sent to the address set forth below Optionee's signature hereto, or at
such other address as Optionee may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when made by hand delivery,
sent by overnight courier, sent by prepaid certified or registered mail or
transmitted by facsimile.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance of each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. 1995 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1995 PLAN, AS IN
EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1995 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 1995 PLAN, THIS
AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE
COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1995 PLAN SHALL BE FINAL AND
BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED
IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST, SEND A COPY OF THE 1995 PLAN,
IN ITS THEN CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN
ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
fraction of a Common Share in connection with the exercise of the Option. In
any case where the Optionee
5
would be entitled to receive a fraction of a Common Share upon the exercise
of the Option, the Company shall instead, upon the exercise of the Option,
issue the largest whole number of Common Shares purchasable upon exercise of
the Option, and pay to the Optionee in cash the Fair Market Value (as
determined by the Committee) of such fraction of a Common Share at the time
of exercise of the Option.
12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
13. EMPLOYMENT RIGHTS. No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Optionee any right to continue in
the employ of the Company or any of its subsidiaries, (b) affect the right of
the Company and each of its subsidiaries to terminate the employment of
Optionee, with or without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other program of the
Company or any of its subsidiaries other than the 1995 Plan.
14. GOVERNING LAW. This Agreement and the Option granted hereunder
shall be governed by and construed and enforced in accordance with the laws of
the State of California.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the matters covered herein and supersedes all
prior written or oral agreements or understandings of the parties with respect
to the matters covered herein. Optionee acknowledges that he or she has no
right to receive any additional options unless and until such time, if any, that
the Committee, in its sole discretion, may approve the grant thereof, and that
the Company has not made any representation to the Optionee regarding future or
additional option grants, or any other option related matters. The grant of any
options must be in writing.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
20TH CENTURY INDUSTRIES OPTIONEE:
By
------------------------------ -----------------------------------
William L. Mellick, President Signature
-----------------------------------
Street Address
-----------------------------------
City, State and Zip Code
6
AGREEMENT NO._______-DIR-__________
20TH CENTURY INDUSTRIES
NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
PURSUANT TO THE
1995 STOCK OPTION PLAN
This Nonemployee Director Stock Option Agreement ("Agreement") is made
and entered into as of the Date of Grant indicated below by and between 20th
Century Industries, a California corporation, (the "Company") and the person
named below as Optionee.
WHEREAS, Optionee is a nonemployee director ("Nonemployee Director") of
the Company; and
WHEREAS, pursuant to the Company's 1995 Stock Option Plan (the "1995
Plan"), an option to purchase shares of the Common Stock of the Company (the
"Common Shares") has been granted to Optionee on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto hereby agree as follows:
1. GRANT OF OPTION; CERTAIN TERMS AND CONDITIONS. The Company
hereby grants to Optionee, and Optionee hereby accepts, as of the Date of
Grant indicated below, an option (the "Option") to purchase the number of
Common Shares indicated below (the "Option Shares") at the Exercise Price per
share indicated below. The Option shall expire at 5:00 p.m., prevailing
Pacific Time, on the Expiration Date indicated below and shall be subject to
all of the terms and conditions set forth in the 1995 Plan and this Agreement.
Optionee: ____________________
Date of Grant: _____________, 199__
Numbers of shares purchasable: ______________shares
Exercise Price per share: $_________
Expiration Date: _____________, 200__
Vesting Rate: _________shares on__
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2. NONQUALIFIED STOCK OPTION. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").
3. EXPIRATION AND TERMINATION OF OPTION.
(a) EXPIRATION OF OPTION. The Option shall expire upon the first to
occur of the following:
(i) the first anniversary of the date upon which the Optionee
shall cease to be a Nonemployee Director as a result of death or
Permanent Disability;
(ii) the 90th day after the date upon which the Optionee shall
cease to be a Nonemployee Director for any reason other than death or
Permanent Disability;
(iii) the tenth anniversary of the Date of Grant of the Option.
For purposes of this paragraph, "Permanent Disability" shall mean the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than twelve (12) months. The
Optionee shall not be deemed to have a Permanent Disability until proof
of the existence thereof shall have been furnished to the Committee in
such form and manner, and at such times, as the Committee may require.
Any determination by the Committee that Optionee does or does not have a
Permanent Disability shall be final and binding upon the Company and
Optionee.
(b) TERMINATION OF OPTION. The Option shall terminate upon the first
to occur of the following:
(i) the dissolution or liquidation of the Company;
(ii) A reorganization, merger or consolidation of the Company as
a result of which the outstanding securities of the class then subject to
such outstanding Nonemployee Director Options are exchanged for or
converted into cash, property and securities not issued by the Company
(or any combination thereof) unless the terms of such reorganization,
merger or consolidation provide otherwise; or
(iii) the sale of substantially all of the property and assets of
the Company.
4. ADJUSTMENTS. In the event that the Common Shares are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are distributed
in respect of such outstanding Common Shares, in either case as a result of a
reorganization, merger, consolidation, recapitalization, restructuring,
reclassification, partial or complete liquidation, stock split, reverse stock
split or the like, or if substantially all of the
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property and assets of the Company are sold, then, unless such event shall
cause the Option to terminate pursuant to this Agreement or the terms of such
transaction shall provide otherwise, the Option then outstanding shall
thereafter be exercisable (on substantially the same terms and subject to
substantially the same conditions as were applicable under such Option) for
the number of shares or other securities or cash or other property as the
holder of such Option would have been entitled to receive pursuant to such
transaction had such holder exercised such Option in full immediately prior
to such transaction. The Committee shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or cash or
other property that may be acquired upon the exercise in full of the Option.
5. EXERCISE.
(a) IN GENERAL. The Option shall be exercisable during Optionee's
lifetime only by Optionee or by his or her guardian or legal representative, and
after Optionee's death only by the person or entity entitled to do so under
Optionee's last will and testament or applicable intestate law. The Option may
only be exercised by the delivery to the Company of a written notice of such
exercise pursuant to the notice procedures set forth in Section 7 hereof, which
notice shall specify the number of Option Shares to be purchased, which for any
single exercise may not be fewer than 100 Option Shares or, if smaller, the
number of Option Shares then vested and exercisable, (the "Purchased Shares")
and the aggregate Exercise Price for such shares (the "Exercise Price"),
together with payment in full of such aggregate Exercise Price and any
Withholding Liability (as hereinafter defined) in cash.
(b) LIMITATION ON EXERCISE. Notwithstanding any other provision of
this Agreement, Optionee shall not be entitled to benefit from the Option
granted hereunder and shall not be entitled to exercise any rights with respect
to this Option if such grant or exercise would violate any provision of the
charter of the Company. Pursuant to the 1995 Plan, the grant or exercise of an
Option in violation of this Section 5(b) shall be void AB INITIO and shall not
be effective to convey any rights to Optionee. As a condition to exercise of
this Option, Optionee will be required to certify to the Company that the
acquisition of Common Shares pursuant to the exercise of this Option will not
result in a violation of any provision of the charter of the Company. If this
Option (or any portion thereof) is not exercisable by virtue of this Section
5(b), then such exercise shall be deferred until the earlier of such time, if
any, that Optionee becomes entitled to exercise this Option or the Expiration
Date. This Section 5(b) shall not result in an extension of the Expiration
Date.
6. PAYMENT OF WITHHOLDING TAXES. If the Company becomes obligated
to withhold an amount on account of any federal, state, or local income tax
imposed as a result of the exercise of an option granted under this Plan (such
amount shall be referred to herein as the "Withholding Liability"), the Optionee
shall pay the Withholding Liability to the Company in full in cash on the first
date upon which the Company becomes obligated to pay such amount withheld to the
appropriate taxing authority, and the Company may delay issuing the Common
Shares pursuant to such exercise until it receives the Withholding Liability
from the Optionee.
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7. NOTICES. Any notice given to the Company shall be addressed to
the Company at 6301 Owensmouth Avenue, Suite 700, Woodland Hills, California
91367, Attention: Corporate Secretary, or at such other address as the Company
may hereafter designate in writing to Optionee. Any notice given to Optionee
shall be sent to the address set forth below Optionee's signature hereto, or at
such other address as Optionee may hereafter designate in writing to the
Company. Any such notice shall be deemed duly given when made by hand delivery,
sent by overnight courier, sent by prepaid certified or registered mail or
transmitted by facsimile.
8. STOCK EXCHANGE REQUIREMENTS; APPLICABLE LAWS. Notwithstanding
anything to the contrary in this Agreement, no shares of stock purchased upon
exercise of the Option, and no certificate representing all or any part of such
shares, shall be issued or delivered if (a) such shares have not been admitted
to listing upon official notice of issuance of each stock exchange upon which
shares of that class are then listed or (b) in the opinion of counsel to the
Company, such issuance or delivery would cause the Company to be in violation of
or to incur liability under any federal, state or other securities law, or any
requirement of any stock exchange listing agreement to which the Company is a
party, or any other requirement of law or of any administrative or regulatory
body having jurisdiction over the Company.
9. NONTRANSFERABILITY. Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner other than by will or the laws of descent and
distribution.
10. 1995 PLAN. THE OPTION IS GRANTED PURSUANT TO THE 1995 PLAN, AS IN
EFFECT ON THE DATE OF GRANT, AND IS SUBJECT TO ALL THE TERMS AND CONDITIONS OF
THE 1995 PLAN, AS THE SAME MAY BE AMENDED FROM TIME TO TIME; PROVIDED, HOWEVER,
THAT NO SUCH AMENDMENT SHALL DEPRIVE OPTIONEE, WITHOUT HIS OR HER CONSENT, OF
THE OPTION OR OF ANY OF OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. THE
INTERPRETATION AND CONSTRUCTION BY THE COMMITTEE OF THE 1995 PLAN, THIS
AGREEMENT, THE OPTION AND SUCH RULES AND REGULATIONS AS MAY BE ADOPTED BY THE
COMMITTEE FOR THE PURPOSE OF ADMINISTERING THE 1995 PLAN SHALL BE FINAL AND
BINDING UPON OPTIONEE. UNTIL THE OPTION SHALL EXPIRE, TERMINATE OR BE EXERCISED
IN FULL, THE COMPANY SHALL, UPON WRITTEN REQUEST, SEND A COPY OF THE 1995 PLAN,
IN ITS THEN CURRENT FORM, TO OPTIONEE OR ANY OTHER PERSON OR ENTITY THEN
ENTITLED TO EXERCISE THE OPTION.
11. FRACTIONAL SHARES. The Company shall not be required to issue a
fraction of a Common Share in connection with the exercise of the Option. In
any case where the Optionee would be entitled to receive a fraction of a Common
Share upon the exercise of the Option, the Company shall instead, upon the
exercise of the Option, issue the largest whole number of Common Shares
purchasable upon exercise of the Option, and pay to the Optionee in cash the
Fair Market Value (as determined by the Committee) of such fraction of a Common
Share at the time of exercise of the Option.
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12. STOCKHOLDER RIGHTS. No person or entity shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of any Option
Shares until the Option shall have been duly exercised to purchase such Option
Shares in accordance with the provisions of this Agreement.
13. GOVERNING LAW. This Agreement and the Option granted hereunder
shall be governed by, construed and enforced in accordance with the laws of the
State of California.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties with respect to the matters covered herein and supersedes all
prior written or oral agreements or understandings of the parties with respect
to the matters covered herein. Optionee acknowledges that he or she has no
right to receive any additional options except as provided in the 1995 Plan.
The grant of any options must be in writing.
IN WITNESS WHEREOF, the Company and Optionee have duly executed this
Agreement as of the Date of Grant.
20TH CENTURY INDUSTRIES OPTIONEE:
By
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William L. Mellick, President
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