Exhibit 10.2(b)
HORACE MANN EDUCATORS CORPORATION
2001 STOCK INCENTIVE PLAN
NOTICE OF AWARD
(Non-Qualified Stock Option)
Horace Mann Educators Corporation (the "Company") hereby grants to
____________________________________ an option (the "Option") to purchase that
number of the Company's common shares, $0.001 par value per share ("Shares"),
set forth below, subject to the terms and conditions in the attached Exhibit A
and in the Horace Mann Educators Corporation 2001 Stock Incentive Plan, as may
from time to time be amended (the "Plan"), a copy of which is attached. Please
refer to the Plan documents for definitions of terms used in this Agreement and
Exhibit A.
Grant Date ____________________, 2001
Expiration Date ____________________, 2011
Number of Shares ____________________
Option Price $____________________
When Option first exercisable Immediately on the Grant Date
Horace Mann Educators Corporation
By: _____________________________
Title: __________________________
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EXHIBIT A
to
HORACE MANN EDUCATORS CORPORATION 2001 STOCK INCENTIVE PLAN
NOTICE OF AWARD
1. Manner of Exercise. This Option may be exercised by delivering to the
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Company (in care of Vice President, Corporate Benefits), during the period in
which the Option is exercisable, written notice of the specific number of Shares
under this Option you wish to purchase and full payment of the Option Price
together with applicable federal, state, local or foreign withholding taxes
("Required Withholding").
Payment of the Option Price and the Required Withholding shall be made by
any one or more of (a), (b), (c) or (d), below:
(a) cash, personal check or electronic wire transfer, or
(b) Mature Shares already owned by you, or
(c) Restricted Shares held by the Grantee for at least six (6) months prior
to the exercise of the Option, each such Share valued at the Fair Market Value
of a Share on the date of exercise; or
(d) subject to applicable law, pursuant to procedures approved by the
Committee, through the sale of the Shares acquired on exercise of the Option
through a broker dealer to whom the Grantee has submitted an irrevocable notice
of exercise and irrevocable instructions to deliver promptly to the Company the
amount of sale or loan proceeds sufficient to pay for such Shares, together
with, if requested by the Company, the amount of federal, state, local or
foreign withholding taxes payable by Grantee by reason of such exercise.
The exercise will become effective on the date on which both such notice
and full payment have been actually received by the Company, which date must be
before the Expiration Date shown in this Stock Option Agreement. You will not
have any rights as a shareholder of the Company with respect to the Shares which
you receive upon exercise of this Option until the Shares have been registered
in your name.
2. Termination for Cause. This Option shall terminate immediately and any
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unexercised portion shall be forfeited immediately upon your Termination of
Affiliation for Cause. Cause is defined in the Plan.
3. Exercise After Termination. This Option may be exercised only while you
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are employed or are a director with the Company or a Subsidiary, except as
follows:
(a) if you have a Termination of Affiliation due to Disability, you (or the
executor or administrator of your estate, your heirs or legatees, or beneficiary
designated in accordance with the Plan, as applicable) may exercise this Option
at any time during the first twelve (12) months after your Termination of
Affiliation;
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(b) if you have a Termination of Affiliation due to death, the executor or
administrator of your estate, your heirs or legatees, or beneficiary designated
in accordance with the Plan, as applicable, may exercise this Option at any time
during the first twelve (12) months after your Termination of Affiliation; and
(c) if you have a Termination of Affiliation due to any other reason (other
than a termination for Cause), you (or the executor or administrator of your
estate, your heirs or legatees, or beneficiary designated in accordance with the
Plan, as applicable) may exercise this Option at any time during the first three
(3) months after your Termination of Affiliation;
provided, however, that except as otherwise provided in Section 2 or 3 of this
Exhibit A, this Option can be exercised after your Termination of Affiliation
only to the extent it is exercisable on the date of your Termination of
Affiliation and, provided further that, under no circumstances can this Option
be exercised on or after the Expiration Date.
4. Option Non-Transferable. This Option is not transferable except to: (a)
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your spouse, sibling, parent, child or grandchild (including adoptive
relationships), (b) a trust primarily for your benefit or the benefit of the
persons described in (a), or (c) a corporation or other entity exclusively owned
by you or by persons described in (a).
5. Non-Qualified Stock Option. This Option has been designated by the
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Committee as a Non-Qualified Stock Option; it does not qualify as an Incentive
Stock Option.
6. Taxes. The Company is not required to issue Shares upon the exercise of
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this Option unless you first pay, in cash or by Share withholding to the Company
such amount, if any, of Required Withholding.
7. No Right to Affiliation. Nothing in the Agreement shall interfere with
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or limit in any way the right of the Company or any Subsidiary to terminate your
employment or status as a director at any time, nor confer upon you the right to
continue in the employ of the Company or any Subsidiary or to continue as a
director of the Company or any Subsidiary.
8. Amendments. This Agreement may be amended only by a writing executed by
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the Company and you which specifically states that it is amending this
Agreement; provided that this Agreement is subject to the power of the Board to
amend the Plan as provided therein. Except as otherwise provided in the Plan, no
such amendment shall materially adversely affect your rights under this
Agreement without your consent.
9. Notices. Any notice to be given under the terms of this Agreement to
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the Company shall be addressed to Horace Mann Educators Corporation, in care of
the Vice President, Corporate Benefits. Any notice to be given to you shall be
addressed to you at the address listed in the Company's records. By a notice
given pursuant to this Section, either party may designate a different address
for notices. Any notice shall have been deemed given when actually delivered.
10. Severability. If any part of this Agreement is declared by any court or
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governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve
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to invalidate any part of this Agreement not declared to be unlawful or invalid.
Any part so declared unlawful or invalid shall, if possible, be construed in a
manner which gives effect to the terms of such part to the fullest extent
possible while remaining lawful and valid.
11. Applicable Law. This Agreement shall be governed by the substantive
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laws of Delaware.
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