Exhibit 10.14
IPALCO ENTERPRISES, INC.
1991 DIRECTORS' STOCK OPTION PLAN
1. Purpose. The purpose of the IPALCO Enterprises, Inc. 1991
Directors' Stock Option Plan (the "Plan") is to provide to outside
directors of IPALCO Enterprises, Inc. (the "Corporation") a favorable
opportunity to acquire Common Stock, without par value, of the
Corporation ("Common Stock"), thereby better enabling the Corporation to
attract and retain capable directors.
2. Interpretation of the Plan. The Plan shall be construed and
interpreted by the members of the Board of Directors of the Corporation
who are also employees of the Corporation or employees of a subsidiary of
the Corporation. (Such members shall be referred to as the "Committee").
The decision of a majority of the members of the Committee shall
constitute the decision of the Committee, and the Committee may act (a)
at a meeting at which a majority of the members of the Committee is
present, (b) by simultaneous telephonic communication, or (c) by a
written consent signed by all members of the Committee. The Committee
shall also have authority to prescribe, amend and rescind rules and
regulations relating to the Plan, and to make all other determinations
necessary or advisable in the interpretation and construction of the
Plan.
3. Option Grant Formula. Directors of the Corporation who are not
employed by the Corporation or by any of its subsidiaries ("Outside
Directors") shall be eligible for grants of non-qualified stock options
under this Plan. On November 1, 1991, May 1, 1992 and on each May 1
thereafter while there are still shares reserved under the Plan for which
options have not been granted (each date referred to as a "Grant Date"),
the Corporation shall grant to each Outside Director serving as a
director of the Corporation on such Grant Date and who was an Outside
Director for the twelve (12) month period immediately preceding such
Grant Date a non-qualified option to purchase two thousand (2,000) shares
of Common Stock at an option price per share equal to the average of the
high and low sales price of the Common Stock on the Composite Tape as
reported in The Wall Street Journal on the applicable Grant Date;
provided, however, that notwithstanding anything contained in this Plan
to the contrary, if a Grant Date falls on a day on which shares of Common
Stock are not traded, such Grant Date shall instead be the first day
following such Grant Date on which shares of Common Stock are traded;
provided, further, that if on a Grant Date the number of remaining shares
available for option grants is not large enough to grant each Outside
Director with an option of two thousand (2,000) shares, the number of
share covered by the final option for each Outside Director shall be
reduced proportionately to the nearest whole share so that the number of
shares granted under the Plan does not exceed the number of shares
reserved under Section 6 hereof.
4. Stock Subject to the Plan. There shall be reserved for
issuance upon the exercise of options granted under the Plan, two hundred
and fifty thousand (250,000) shares of the Corporation's Common Stock
which may be authorized but unissued shares of the Corporation. Subject
to Section 6 hereof, the shares for which options may be granted under
the Plan shall not exceed that number. If any option shall expire or
terminate for any reason without having been exercised in full, the
unpurchased shares subject thereto shall (unless the Plan shall have
terminated) become available for other options under the Plan.
5. Terms of Option. Each option granted under the Plan shall be
subject to the following terms and conditions.
(a) Period for Exercise of Option. An option shall
only be exercisable for the period beginning on the six (6)
month anniversary of the Grant Date and ending on the tenth
(10th) year anniversary of the Grant Date; provided, however,
that no option shall be exercisable prior to the six (6)
month anniversary of the date on which the Plan is approved
by the shareholders of the Corporation in the manner
prescribed by Reg. Section 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(b) Exercise of Options. The option price of each
share of Common Stock purchased upon exercise of an option
shall be paid in full (1) in cash at the time of such
exercise, (2) if the optionee may do so without violating Section
16(b) of the 1934 Act and subject to approval by the
Committee, by delivering a properly executed exercise note
together with irrevocable instructions to a broker to deliver
promptly to the Corporation the total option price in cash,
or (3) by tendering to the Corporation whole shares of Common
Stock owned by him or her or any combination of whole shares
of Common Stock owned by him and cash, having a fair market
value equal to the cash exercise price of the shares with
respect to which the option is being exercised. For this
purpose, the fair market value of the shares tendered by the
optionee shall be computed as of the exercise date in the
same manner as set forth in Section 3 with respect to the
determination of the option price. An option may be
exercised at any time or from time to time during the term of
the option as to any or all whole shares which have become
subject to purchase pursuant to the terms of the option.
(c) Termination of Option. If an optionee ceases to
be a director of the Corporation for any reason other than
the optionee's death or the optionee's involuntary removal
from the Corporation's Board of Directors during the middle
of a term, any option granted to the optionee may be
exercised by him or her in whole or in part at any time
within the five (5) year period immediately following the
date on which his or her status as a director terminated, but
the option in no event may be exercised after the period
prescribed by subsection (a) of this Section 5. In the event
of the death of an optionee while serving as a director of
the Corporation or within the five (5) year period
immediately after his or her status as a director terminated
for reasons other than his or her involuntary removal, any
option granted to the optionee may be exercised in whole or
in part at any time after the date of such death by the
executor or administrator of his or her estate or by the
person or persons entitled to the option by will or by
applicable laws of descent and distribution until the
expiration of a one (1) year period immediately following the
date of his or her death, but in no event may the option be
exercised after the expiration of the option term as
prescribed by subsection (a) of this Section 5. If an
optionee ceases to be a director of the Corporation by reason
of his or her involuntary removal from the Corporation's
Board of Directors during a middle of a term, any option
granted to the optionee shall forthwith terminate.
Notwithstanding the foregoing provisions of this subsection
(c), no option shall in any event be exercisable after the
expiration of the period fixed by subsection (a) above. An
option shall also terminate if this Plan is not approved by
the shareholders of the Corporation before May 1, 1992.
(d) Nontransferability of Option. An option may not
be transferred by the optionee otherwise than by will or the
laws of descent and distribution during his or her lifetime,
and shall be exercisable by the optionee only.
(e) Agreement. Each option grant shall be evidenced
by an agreement between the optionee and the Corporation.
(f) Certificates. The certificate or certificates for
the shares issuable upon an exercise of an option shall be
issued as promptly as practicable after such exercise. An
optionee shall not have any rights of a shareholder in
respect to the shares of Common Stock subject to an option
until the date of issuance of a stock certificate to him or
her for such shares. In no case may a fraction of a share be
purchased or issued under the Plan, but if, upon the exercise
of an option, a fractional share would otherwise be issuable,
the Corporation shall pay cash in lieu thereof.
(g) No Right to Continued Service. Nothing in this
Plan or in any agreement entered into pursuant hereto shall
confer on any person any right to continue his or her status
as a director of the Corporation or affect any rights the
shareholders of the Corporation may have to terminate his or
her status as a director at any time.
6. Adjustment of Shares. In the event of any change after the
effective date of the Plan in the outstanding stock of the Corporation by
reason of any reorganization, recapitalization, stock split, stock
dividend, combination of shares, exchange of shares, merger or
consolidation, liquidation, or any other change after the effective date
of the Plan in the nature of the shares of stock of the Corporation, the
Committee shall determine what changes, if any, are appropriate in the
number and kind of shares reserved under the Plan, and in the option
price under and the number and kind of shares covered by outstanding
options granted under the Plan. Any such determination of the Committee
hereunder shall be conclusive.
7. Amendment. The Board of Directors of the Corporation may amend
the Plan from time to time and, with the consent of the optionee, the
terms and provisions of his option, except that without the approval of
the Corporation's shareholders:
(a) the number of shares of Common Stock which may be
reserved for issuance under the Plan may not be increased
except as provided in Section 6 hereof;
(b) the period during which an option may be exercised
may not be extended beyond ten (10) years from the date on
which such option was granted;
(c) the class of individuals to whom options may be
granted under the Plan shall not be modified;
(d) amendments will not be made which would cause the
Plan or transaction by directors thereunder to cease to
comply with Rule 16b-3 promulgated under the 1934 Act, or any
successor rule; and
(e) the number of shares subject to options to be
granted to Outside Directors or the date of grant or the
exercise price and other terms thereof shall not be changed
except as provided in Section 6 hereof; provided, further,
that under no circumstances may the Plan be amended more than
once every six (6) months.
No amendment of the Plan, however, may, without the consent of the
optionees, make any changes in any outstanding options theretofore
granted under the Plan which would adversely affect the rights of such
optionees.
8. Termination. The Board of Directors of the Corporation may
terminate the Plan at any time and no option shall be granted thereafter;
provided, however, that the Plan shall automatically terminate when
options covering all shares reserved under the Plan have been granted.
Such termination, however, shall not affect the validity of any option
theretofore granted under the Plan.
9. Successors. The Plan shall be binding upon the successors and
assigns of the Corporation.
10. Governing Law. The terms of any options granted hereunder and
the rights and obligations hereunder of the Corporation, the optionees
and their successors in interest shall, except to the extent governed by
federal law, be governed by Indiana law.
11. Government and Other Regulations. The obligations of the
Corporation to issue or transfer and deliver shares under options granted
under the Plan shall be subject to compliance with all applicable laws,
governmental rules and regulations, and administrative action.
12. Effective Date. The Plan shall become effective when it shall
have been approved by the Corporation's Board of Directors; provided,
however, that the granting of any options under the Plan is conditional
upon the approval of the Plan by the holders of at least a majority of
the shares of the Corporation voting in person or proxy at a duly
constituted meeting, or adjournment thereof, held before May 1, 1992, and
the options granted pursuant to the Plan may not be exercised until the
Board of Directors of the Corporation has been advised by counsel that
such approval has been obtained and all other applicable legal
requirements have been met; provided, further, that if shareholder
approval does not occur before May 1, 1992, the Plan and all outstanding
options shall be deemed terminated.