Exhibit 10.02.6
AMENDMENT NO. 12 TO THE
PRIMERICA CORPORATION STOCK OPTION PLAN
I. The first two sentences of Section 4(b) of the
Option Plan shall be deleted and restated in their
entirety as follows:
"There may be issued under the Plan pursu-
ant to the exercise of Options an aggre-
gate of 73,008,140 Common Shares, subject
to adjustment as provided in Section 7(a),
of which 35,000,000 shares shall be re-
served for grants of reload Options in
accordance with Section 9(k) of the Plan.
Common Shares issued pursuant to the Plan
may be either authorized but unissued
shares or reacquired shares or both."
II. A new Section 9(m) shall be added, to read in its
entirety as follows:
An optionee shall designate at the time of
exercising an Option in a manner which the
Committee has determined gives rise to a
right to receive a reload Option whether
to receive (i) unrestricted incremental
Common Shares issuable upon the Option
exercise, and no reload Option, or
(ii) the incremental Common Shares issu-
able upon Option exercise subject to a
period of restriction on transferability
(running from the date of Option exercise
and determined by the Committee in its
discretion from time to time) and a reload
Option for the number of Common Shares
surrendered in connection with the exer-
cise of the Option. Any person subject to
Section 16 of the Securities Exchange Act
of 1934, as amended, shall receive only
grants conforming to clause (ii) of the
previous sentence. Unless the Committee
in its discretion modifies or eliminates
the following restrictions on transfer-
ability, an optionee will be permitted to
transfer restricted incremental Common
Shares during such restricted period only
through a charitable contribution of re-
stricted incremental Common Shares or upon
demonstrating to the reasonable satisfac-
tion of the Senior Vice President, Human
Resources of the Company, that sale or
transfer of such Shares is required to
meet an event of immediate and heavy fi-
nancial hardship which the optionee cannot
meet with other resources reasonably avai-
lable to him or her. For purposes of this
Plan, the following shall be deemed to be
immediate and heavy financial hardships:
(i) unreimbursed medical expenses as de-
scribed in Section 213(d) of the Code
incurred by the optionee or the optionee's
spouse or any dependents, (ii) purchase
(including mortgage payments) of a princi-
pal residence for the optionee, (iii) pay-
ment of tuition for the next semester or
quarter of post-secondary education for
the optionee or the optionee's children or
dependents, (iv) payment of amounts neces-
sary to prevent the eviction of the op-
tionee from his or her principal residence
or foreclosure on the mortgage of the
optionee's principal residence, (v) payme-
nt of funeral and other expenses incurred
in connection with the death of a member
of the optionee's family, or (vi) any
other circumstances similar to any deemed
immediate and heavy financial need set
forth in Treasury Regulations or Revenue
Rulings addressing determination of hard-
ship for plans described in Section 401(k)
of the Code. The Senior Vice President's
determination of the existence of an
optionee's immediate and heavy financial
hardship and the number of restricted
incremental shares that may be sold or
transferred shall be final and binding on
the optionee.
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For purposes of the Plan, "incremental
shares" shall mean those Common Shares
actually issued to an optionee who exer-
cises an Option by surrendering previously
owned Common Shares or CAP Plan restricted
stock to pay the exercise price of an
Option, or by surrendering previously
owned Common Shares or requesting
Primerica to withhold the appropriate
number of Common shares otherwise issu-
able, to cover the withholding tax liabil-
ity associated with Option exercise. The
number of incremental shares issued shall
be calculated as the number of Option
shares exercised minus the number of Com-
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mon Shares deemed "surrendered" to pay for
such exercise and minus the number of
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Common Shares used to satisfy any result-
ing tax liability in connection with such
exercise.
III. A new Section 9(n) shall be added to read in its
entirety as follows:
For an optionee to receive a reload Option in
connection with his or her exercise of a vested
Option, the fair market value of a Common Share
on the date of exercise (to be determined in
the same manner as the Committee's determina-
tion of fair market value for other purposes
under the Plan) must equal or exceed the mini-
mum market price level , expressed as a per-
centage of the Option exercise price estab-
lished by the Committee from time to time (the
"Market Price Requirement"). If the market
price does not equal or exceed the applicable
Market Price Requirement, a vested Option may
be exercised but no reload Option will be
granted in connection with such exercise. In
no event will the Market Price Requirement be
less than 100% of the exercise price of any
Option to which it applies.
IV. Amendment No. 12 to the Option Plan is subject to
receipt of stockholder approval, and shall take
effect as follows:
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(1) the provisions of Section 4(b) (as amended
hereby) shall take effect immediately upon
receipt of the approval of stockholders
(in accordance with the requirements of
applicable law and the Company's bylaws);
and
(2) if stockholder approval is received, Sec-
tions 9(m) and 9(n) (as amended hereby)
shall take effect on the date of such
stockholder approval, for exercise or
grants of Options and reload Options on
and after such effective date.
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