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CONNING ASSET MANAGEMENT COMPANY
INCENTIVE STOCK OPTION AWARD
Name of Option Recipient: <<name>>
On August 11, 1995, the Company awarded you a stock option. You were
granted an option to buy 100 shares of the Company's Class B Non-Voting
Common Stock at the price of $5.33 per share.
You may purchase shares under the option as follows:
Number of May be Purchased
Shares Not Before Not After
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20 August 11, 1996 August 11, 2005
20 August 11, 1997 August 11, 2005
20 August 11, 1998 August 11, 2005
20 August 11, 1999 August 11, 2005
20 August 11, 2000 August 11, 2005
Upon an initial public offering of any class of the Company's
capital stock, you may purchase all of the shares under this option.
IMPORTANT: By signing below, you agree to be bound by, and acknowledge
receipt of, the attached Terms and Conditions of this Incentive Stock Option
Award and the Conning Asset Management Company 1995 Flexible Stock Plan.
CONNING ASSET MANAGEMENT COMPANY
Read and agreed
to this 11th day of
August, 1995.
By:
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Name: Leonard M. Rubenstein
- ------------------------------ Title: Chief Executive Officer
<<name>>
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TERMS AND CONDITIONS
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INCENTIVE STOCK OPTION AWARD GRANTED UNDER
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CONNING ASSET MANAGEMENT COMPANY
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1995 FLEXIBLE STOCK PLAN
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1. Definitions
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(a) Committee The committee of directors (or, in certain cases,
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their designees) which administers the Stock Option
Plan.
(b) Company Conning Asset Management Company, a Missouri
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corporation.
(c) IPO An initial public offering of any class of the
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Company's capital stock.
(d) Option The option granted by the Option Award.
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(e) Option Award The Incentive Stock Option Award to which the
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Terms and Conditions are attached together with, except
where the context requires otherwise, these Terms and
Conditions.
(f) Participant The recipient of an Option Award. Each Participant
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must be employed by the Company or Affiliate of the
Company and otherwise satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986,
as amended ("Code").
(g) Shareholders' That certain shareholder's agreement dated August
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Agreement 11, 1995, by and among the Company, General American
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Life Insurance Company, General American Holding
Company and certain individuals.
(h) Stock Option Plan The Conning Asset Management Company 1995 Flexible
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Plan, as amended.
All capitalized terms not otherwise defined herein shall have the meanings
given to such terms by the Stock Option Plan.
2. Evidence of Option Grant and Incentive Stock Option
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The Option Award evidences a grant to the Participant of an
Option to purchase that number of shares ("Optioned Shares") of the par value
$.01 per share Class B Non-Voting Common Stock of the Company ("Stock") set
forth on the Option Award. The Participant may exercise the Option as shown
on the Option Award, except that upon the occurrence of an IPO, the Option
shall become exercisable in its entirety. In no event shall the Option or
any part of the Option be exercisable after August, 2005 (the "Option
Expiration Date"). The Option is intended to constitute an "Incentive Stock
Option", as defined in Section 422 of the Code.
3. Exercise of Option
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The Option shall be exercised by the Participant delivering a
written notice of exercise to the Company's Secretary. This notice shall
specify the number of Optioned Shares the Participant then desires to
purchase.
4. Payment of Option Price
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Payment for the Shares purchased under the Option shall be made
to the Company either:
(a) in cash (including cashier's check, bank draft or money
order); or
(b) by the tender to the Company of shares owned by the
Participant having a Fair Market Value equal to the Option
price;
(c) in cash, but by means of a so-called "cashless exercise"; or
(d) by any combination of cash and Shares.
In addition to the foregoing methods of payment, payment of the Option price
may, at the discretion of the Committee, be made in whole or in part in other
property, rights and credits, including the Participant's promissory note.
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5. Form of Notice of Exercise
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The Participant's notice as required by Section 3 shall be signed
by the Participant and shall be in substantially the following form with
appropriate adjustments depending on how the Option price is paid:
"I hereby exercise my Option to purchase ---------- Shares in
accordance with my Option Award dated --------, 19--, granted under the
Company's 1995 Flexible Stock Plan, as amended.
The aggregate Option price of the Shares I am purchasing is
$-----------. I hereby tender in payment of such price the following:
(a) my cashier's check, bank draft or money order made payable
to the Company in the amount of $----------; and/or
(b) ------- Shares having a Fair Market Value of $----------.
I have forwarded to you under separate cover a stock power (with
signature guaranteed) authorizing you to transfer my ------- Shares as per
the requirements of this letter and my Option Award.
I hereby represent to the Company that I own the --------- Shares
delivered herewith free and clear of all liens and encumbrances and that I
have the full and lawful right to transfer such Shares to the Company.
If the Shares purchased have not been registered under the
Securities Act of 1933, I hereby further represent to the Company that I
am acquiring the -------- Shares that I am purchasing solely for
investment and solely for my own account and that I have no present
intention of selling or offering for sale any of such Shares to any other
person or persons."
6. Stock Certificates
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Upon the exercise of the Option solely for cash or cash and
property (other than Stock), rights and/or credits specifically permitted
by the Committee, the Participant shall be entitled to one Stock
certificate evidencing the Shares acquired upon exercise. However, if the
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Participant delivers Stock of the Company when exercising the Option,
then the Participant shall be entitled to two or three certificates.
If the number of Shares tendered is less than or equal to the
number required to pay for all of the Shares purchased, then the Participant
shall be entitled to receive two certificates. One certificate shall
represent a number of Shares equal to the number of Shares delivered by the
Participant. The second certificate shall represent the additional Shares
acquired by the Participant upon the exercise of the Option.
If the number of Shares tendered is more than the number required
to pay for all of the Shares purchased, then the Participant shall be
entitled to receive three certificates, one for the portion of the number of
Shares purchased which is equal to the number of tendered Shares applied to
exercise the Option, a second for the remainder of the number of Shares
purchased upon exercise of the Option, and a third for the number of Shares
tendered which were not applied to purchase the Shares pursuant to the
Option.
7. Legends on Certificates
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The certificate or certificates to be issued under Section 6
shall be issued as soon as practicable. Such certificate or certificates
shall contain thereon a legend in substantially the following form if the
Shares evidenced by such certificate have not been registered under the
Securities Act of 1933, as amended:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 or any applicable state law.
They may not be offered for sale, sold, transferred or pledged without
(1) registration under the Securities Act of 1933 and any applicable state
law, or (2) at holder's expense, an opinion (satisfactory to the Company)
that registration is not required."
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The certificates shall also contain such other legends as may be appropriate
or required by law, such as a legend relating to any shareholders agreement
that may apply to the Shares.
8. Termination of Employment; Nonassignability
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8.1 Termination for Cause or Voluntary Quit. If, on or after
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the date that the Option shall have first become exercisable, the
Participant's employment shall be terminated by the Participant prior to age
65, or by the Company for "Cause", as defined below, the Participant shall
have the right, within 3 months after such termination (but not later than
the Option Expiration Date), to exercise such Option to the extent that such
Option or any installment thereof shall have accrued at the date of such
termination of employment and shall not have been exercised. In the event of
Participant's death during such 3 month (or shorter) period, the provisions
of Section 8.4 shall apply. For purposes of these Terms and Conditions,
"Cause" shall have the meaning given such term in Participant's employment
agreement with the Company, as in effect from time to time.
8.2 Disability. If, on or after the date that the Option
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shall first have become exercisable, the Participant's employment shall be
terminated for disability (as such term is defined at Section 422(c)(6) of
the Code), the Participant shall have the right, within 1 year after such
termination (but not later than the Option Expiration Date), to exercise such
Option to the extent that such Option or any installment thereof shall have
accrued at the date of such termination of employment and shall not have been
exercised. In the event of Participant's death during such 1 year (or
shorter) period, the provisions of Section 8.4 shall apply.
8.3 Discharge Without Cause or Retirement. If the
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Participant's employment shall be terminated by the Company without Cause or
by the Participant on or after his
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attainment of age 65, all installments of the Option granted hereunder shall
become immediately exercisable (if not already exercisable), and the Participant
shall have the right, within 3 months after such termination (but not later than
the Option Expiration Date), to exercise such Option to the extent that such
Option or any installment thereof shall not have been exercised. In the event
of the Participant's death during such 3 month (or shorter) period, the
provisions of Section 8.4 shall apply.
8.4 Death. If a Participant shall die within the 3 month (or
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shorter) period referred to in Section 8.1 or Section 8.3, the 1 year (or
shorter) period referred to in Section 8.2, or while in the employ of the
Company or an Affiliate on or after the date that the Option shall have first
become exercisable, the beneficiary designed pursuant to Section 8.6 hereof,
or, if no such designation is in effect, the personal representative of the
estate of the decedent or the person or persons to whom the Option shall have
been validly transferred by such personal representative pursuant to will or
the laws of descent and distribution, shall have the right, within 1 year
from the date of the Participant's death (but no later than the Option
Expiration Date), to exercise the Participant's Option to the extent that
such Option or any installment thereof shall have accrued at the date of
death and shall not have been exercised. No transfer of the Option shall be
effective to bind the Company unless the Company shall have been furnished
with written notice of such transfer and a copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer. No transfer shall be effective without the acceptance by the
transferee of the terms and conditions of such Option.
8.5 Option Not Vested. Except provided in Section 8.3, if the
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Participant's employment shall terminate before the Option shall have first
become exercisable, or before any
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installment or installments are exercisable, then the Participant's full
interest in the Option or such installment or installments, as the case may be,
shall terminate and all rights thereunder shall cease.
8.6 Non-Transferability of Rights; Designation of Beneficiaries.
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The Option shall not be transferable by the Participant otherwise than by will
or the laws of descent and distribution or as provided in this Section 8.6.
During the lifetime of the Participant the Option shall be exercisable only by
the Participant.
The Participant, however, may file with the Company a written
designation of a beneficiary or beneficiaries to exercise, in the event of
death of the Participant, the Option granted hereunder, subject to all of the
provisions of this Section 8. A Participant may from time to time revoke or
change any such designation of beneficiary and any designation of beneficiary
under the Plan shall be controlling over any other disposition, testamentary
or otherwise; provided, however, that if the Committee shall be in doubt as
to the right of any such beneficiary to exercise the Option, the Committee
may determine to recognize only an exercise by the personal representative of
the estate of the Participant, in which case the Company, the Committee and
the members thereof shall not be under any further liability to anyone.
8.7 Limitation on Extensions. Certain provisions hereof extend
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the date by which the Option must otherwise be exercised under the provisions
of Section 1 and the Option Award. Notwithstanding those provisions herein
which otherwise extend the time period in which the Option must be exercised,
no extension may extend the Option later than the day immediately preceding
the tenth annual anniversary date of the date hereof.
9. Withholding
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The Company or any Affiliate that employs the Participant shall
have the right to deduct any sums that federal, state or local tax law
requires to be withheld with respect to the exercise of the Option, or as
otherwise may be required by such laws. The Company or any such Affiliate
may require as a condition to issuing Stock upon the exercise of the Option
that the Participant or other person exercising the Option pay any sum that
federal, state or local tax law requires to be withheld with respect to such
exercise. In the alternative, the Participant or other person exercising the
Option, may elect to pay such sums to the Company or the Affiliate delivering
written notice of that election to the Company's Secretary prior to or
concurrently with exercise. There is no obligation that the Participant be
advised of the existence of the tax or the amount which the employer
corporation will be so required to withhold.
10. Changes in Capital Structure
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If there is any change in the capital structure of the Company,
or if there shall be any dividend upon the Stock, payable in Stock, or of
there shall be a Stock split, spin-off, split-up, spin-out, recapitalization,
merger, consolidation, reorganization, combination or exchange of shares, the
maximum aggregate number of shares with respect to which Options may be
exercised hereunder and the number and the Option Price of the shares of
Stock with respect to which the Option has been granted hereunder, shall be
proportionately adjusted by the Committee as it deems equitable, in its
absolute discretion, to prevent dilution or enlargement of the rights of the
Participant. The issuance of Stock for consideration and the issuance of
Stock rights shall not be considered a change in the Company's capital
structure. No adjustment provided for in this section shall require the
issuance of any fractional shares.
11. Stock Option Plan Controls
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The Option Award and these Terms and Conditions are subject to
all terms and provisions of the Stock Option Plan which is incorporated
herein by reference. In the event of any conflict, the Stock Option Plan
shall control over the Option Award and these Terms and Conditions.
12. Shareholders Agreement
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Notwithstanding any other provision of the Option Award and these
Terms and Conditions, the provisions of Sections 2, 5, and 7 of the
Shareholders Agreement shall be applicable to the Option as if the Stock
subject to the Option were Restricted Shares; provided, however, that the
provisions of Sections 2, 5 and 7 of the Shareholders Agreement shall only
apply to the number of Shares of Stock with respect to which the Option could
then be exercised; and provided further, the purchase price shall be reduced
by the amount of the exercise price.
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