EXHIBIT 10.3
CHOICEPOINT INC.
NONQUALIFIED EMPLOYEE STOCK OPTION AGREEMENT
This AGREEMENT (the "Agreement") is made as of _______________ (the "Date
of Grant") by and between CHOICEPOINT INC., a Georgia corporation (the
"Company") on behalf of itself and any Subsidiary which is the employer of the
Optionee, and ____________ (the "Optionee"). As used in this Agreement, the word
"Employer" shall mean both the Company and any such employing Subsidiary.
1. GRANT OF STOCK OPTION. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Company's 2003
Omnibus Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee as of the Date of Grant a stock option (the "Option") to purchase
__________ Common Shares of the Company's stock (the "Optioned Shares").
The Option may be exercised from time to time in accordance with the terms
of this Agreement. The price at which the Optioned Shares may be purchased
pursuant to this Option shall be $_____ per share subject to adjustment as
hereinafter provided (the "Option Price"). The Option is intended to be a
nonqualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Code, or
any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of
Grant and, unless earlier terminated in accordance with Section 6 hereof,
shall expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE.
(a) Subject to expiration or earlier termination, the Option shall
become exercisable in accordance with Schedule A attached hereto so
long as the Optionee remains in the employ of the Company or a
Subsidiary.
(b) Subject to expiration or earlier termination, the Option shall
continue to vest consistent with the original vesting schedule in
the event Optionee dies while in the employ of the Employer.
(c) To the extent the Option is exercisable, it may be exercised
in whole or in part. In no event shall the Optionee be entitled to
acquire a fraction of one Optioned Share pursuant to this Option.
The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to him upon the
exercise of all or part of this Option.
(d) Subject to the expiration or earlier termination of the
Option, the Committee, in its discretion, may provide for additional
vesting following the Optionee's termination of employment with the
Employer, or the termination of the Employer's status as an
affiliate of the Company as described in subparagraph (a) above.
4. RESTRICTIONS ON TRANSFER OF OPTION. The Option granted hereby:
(a) may not be sold, pledged, exchanged, or otherwise encumbered
or disposed of by Optionee, and
(b) may not be assigned or transferred except (A) to a Family
Member of the Optionee, or entities controlled by or benefiting
them, as described in Section 12 of the
Plan, and then (B) (i) if during the Optionee's life, only upon
the approval of the Company's Chief Financial Officer and/or its
Vice President with responsibility for compensation and benefits, or
(ii) by execution and delivery of a Beneficiary Designation Form
provided by the Company or, if none, (iii) by will or by the laws of
descent and distribution. The Option may be exercised, during the
lifetime of the Optionee, only by the Optionee, (or if transferred,
during the lifetime of the Transferee, only by the Transferee), or
in the event of his or her legal incapacity, by his or her guardian
or legal representative acting on behalf of the Optionee or
Transferee, as appropriate, in a fiduciary capacity under state law
and court supervision.
Any purported transfer, encumbrance or other disposition of the Option that is
in violation of this Section 4 shall be null and void, and the other party to
any such purported transaction shall not obtain any rights to or interest in the
Option.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, the Option may be exercised by
written notice to the Company stating the number of Optioned Shares
for which the Option is being exercised and the intended manner of
payment. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of
exercise to the Company in cash in the form of U.S. currency or
check or other cash equivalent acceptable to the Company. The date
of such notice shall be the exercise date.
(b) In the Committee's discretion, the Optionee may also tender
the Option Price by (i) the actual or constructive transfer to the
Company of nonforfeitable, nonrestricted Common Shares that have
been owned by the Optionee for (x) more than one year prior to the
date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or
(y) more than six months prior to the date of exercise, if they were
originally acquired by the Optionee other than pursuant to the
exercise of an incentive stock option, or (ii) by any combination of
the foregoing methods of payment, including a partial tender in cash
and a partial tender in nonforfeitable, nonrestricted Common Shares.
To the extent permitted by law, the requirement of payment in cash
shall be deemed satisfied if the Optionee shall have made
arrangements satisfactory to the Company with a broker who is a
member of the National Association of Securities Dealers, Inc. to
sell on the date of exercise a sufficient number of the Common
Shares being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Exercise Price, plus
interest at the applicable federal rate for the period from the date
of exercise to the date of payment, and pursuant to which the broker
undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale
transaction will settle in the ordinary course of business. In the
event the option has been transferred pursuant to Section 4 above,
the word Transferee shall be substituted for Optionee in the
foregoing provisions of this subsection (b).
(c) Within ten (10) days after notice, the Company shall direct
the due issuance of the Optioned Shares so purchased.
(d) Nonforfeitable, nonrestricted Common Shares that are
transferred in payment of all or any part of the Option Price shall
be valued on the basis of their Market Value per Share as defined in
the Plan.
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(e) As a further condition precedent to the exercise of this
Option, the Optionee or Transferee, as appropriate, shall comply
with all regulations and the requirements of any regulatory
authority having control of, or supervision over, the issuance of
Common Shares and in connection therewith shall execute any
documents which the Committee shall in its sole discretion deem
necessary or advisable.
6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall continue to the extent the Options have previously or,
pursuant to Section 3(b) subsequently become exercisable, for the periods
indicated below, if any, but shall terminate automatically and without
further notice on the earliest of the following dates:
(a) DEATH WHILE EMPLOYED. Five (5) years after the Optionee's
death if the Optionee dies while in the employ of the Employer;
(b) DISABILITY. Five (5) years after the date of the termination
of the Optionee's employment because of permanent and total
disability if the Optionee becomes permanently and totally disabled
as defined in the Company's 401(k) Plan at the time of said
disability, while an employee of the Employer;
(c) RETIREMENT. Five (5) years after the Optionee's termination of
employment with the Employer following attainment of age 50 and
after completion of that number of years of service which, when
added to the Optionee's age, equals at least 75; for these purposes,
years of service shall be determined according to the rules
contained in the Company's 401(k) Plan;
(d) CHANGE IN CONTROL. Five (5) years after the Optionee' s
termination of employment with Employer following a Change in
Control of the Company, provided, however, that in the event that
the Optionee's employment is terminated voluntarily by the Optionee
or by the Employer for Cause, the Agreement shall terminate at the
time of such termination notwithstanding this subparagraph. For
purposes of this provision, "Cause" shall mean the Optionee shall
have committed prior to termination of employment any of the
following acts:
(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Optionee's duties or in the course of the Optionee's
employment with the Employer, or (B) which is otherwise
materially injurious to the Employer, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Employer;
(iii) intentional wrongful disclosure of material confidential
information of the Employer;
(iv) intentional wrongful engagement in any competitive
activity that would constitute a material breach of the duty
of loyalty; or
(v) intentional breach of any stated material employment
policy of the Employer;
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(e) MANAGEMENT RESTRUCTURING. One (1) year after the Optionee's
termination of employment with the Employer due to the Employer's
elimination of the Optionee's particular responsibilities due to
management restructuring;
(f) OTHER TERMINATIONS. The date the Optionee ceases to be an
employee of the Employer, for any reason other than as described in
this Section 6 hereof; or
(g) EXPIRATION OF TEN YEARS. Ten (10) years from the Date of
Grant;
provided, however, that the period for exercise will not expire (unless required
by subparagraph (g) hereof), prior to six (6) months after the Optionee's death
if the Optionee dies after termination of employment with the Employer but
within one of the periods described in subparagraphs (b) through (e) above, if
applicable.
This Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof and subject to Section 3(b), on
the date of termination of employment. For the purposes of this Agreement, the
continuous employment of the Optionee with the Employer shall not be deemed to
have been interrupted, and the Optionee shall not be deemed to have ceased to be
an employee of the Employer, by reason of the transfer of his employment among
the Company and its Subsidiaries or a Company-approved leave of absence.
7. ACCELERATION OF OPTION. Notwithstanding Section 3, but subject to
earlier termination, the Option granted hereby shall become immediately
exercisable in full in the event of a Change of Control.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of
employment by the Employer nor limit or affect in any manner the right of
the Employer to terminate the employment or adjust the compensation of the
Optionee.
9. TAXES AND WITHHOLDING. If the Employer shall be required to withhold
any federal, state, local or foreign tax in connection with the exercise
of the Option, and the amounts available to the Employer for such
withholding are insufficient, the Optionee shall pay the tax or make
provisions that are satisfactory to the Employer for the payment thereof.
The Optionee may elect to satisfy all or any part of the minimum statutory
withholding obligation by surrendering to the Employer a portion of the
Optioned Shares that are issued or transferred to the Optionee upon the
exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the
Market Value per Share of such shares on the date of such surrender. The
Employer will pay any and all issue and other taxes in the nature thereof
which may be payable by the Employer in respect of any issue or delivery
upon a purchase pursuant to this Option.
10. COMPLIANCE WITH LAW. The Employer shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws;
provided, however, notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result
in a violation of any such law.
11. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Optioned Shares covered by this Option, in the Option
Price applicable to such Option, and in the kind of shares covered
thereby, as the Committee may determine is equitably required to
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prevent dilution or enlargement of the Optionee's rights that otherwise
would result from (a) any combination of shares, recapitalization, or
other change in the capital structure of the Company, (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets or
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing; provided however, that no such adjustment in the number of
Optioned Shares will be made unless such adjustment would change by more
than 5 % the number of Optioned Shares issuable upon exercise of this
Option. Similar adjustments shall be made automatically in the event of a
stock dividend or stock split, on a purely mathematical basis. Any
adjustment which by reason of this Section 11 is not required to be made
currently will be carried forward and taken into account in any subsequent
adjustment. In the event of any such transaction or event, the Committee
may provide in substitution for this Option such alternative consideration
as it may determine to be equitable in the circumstances and may require
in connection therewith the surrender of this Option.
12. AVAILABILITY OF COMMON SHARES. The Company shall at all times until
the expiration of the Option reserve and keep available, either in its
treasury or out of its authorized but unissued Common Shares, the full
number of Optioned Shares deliverable upon the exercise of this Option.
13. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan
maintained by the Employer and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company.
14. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Optionee or Transferee, as appropriate, under this Agreement
without said Optionee's or Transferee's consent. Notwithstanding the
foregoing, this Agreement shall be amended in such particulars as are
necessary or appropriate to reflect the applicable provisions of section
409A of the Internal Revenue Code of 1986, as amended, in order to avoid
current taxation of the grant made pursuant hereto, and to avoid any
penalty taxes imposed on noncomplying arrangements.
15. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
16. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this option or its exercise.
17. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee or Transferee, as appropriate, and the successors
and assigns of the Employer.
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18. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia,
without giving effect to the principles of conflict of laws thereof.
19. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company, marked Attention: Stock Option Administrator,
ChoicePoint Inc., Mail Drop 71-B, 1000 Alderman Drive, Alpharetta, Georgia
30005, and any notice to the Optionee shall be addressed to said Optionee
at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid, and addressed
as aforesaid. Any party may change the address to which notices are to be
given hereunder by written notice to the other party as herein specified
(provided that for this purpose any mailed notice shall be deemed given on
the third business day following deposit of the same in the United States
mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf and that of any Employer by which the Optionee is employed by its
duly authorized officer and Optionee has also executed this Agreement in
duplicate, as of the day and year first above written.
CHOICEPOINT INC.
By:
__________________________
Optionee:
__________________________
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________Non Qualified Stock Option Number <<OPTNO>>
SCHEDULE A
The Option shall vest as follows:
100% on third anniversary of Date of Grant.
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CHOICEPOINT INC.
NONQUALIFIED EMPLOYEE STOCK OPTION AGREEMENT
This AGREEMENT (the "Agreement") is made as of _______________ (the "Date
of Grant") by and between CHOICEPOINT INC., a Georgia corporation (the
"Company") on behalf of itself and any Subsidiary which is the employer of the
Optionee, and ____________ (the "Optionee"). As used in this Agreement, the word
"Employer" shall mean both the Company and any such employing Subsidiary.
1. GRANT OF STOCK OPTION. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Company's 2003
Omnibus Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee as of the Date of Grant a stock option (the "Option") to purchase
__________ Common Shares of the Company's stock (the "Optioned Shares").
The Option may be exercised from time to time in accordance with the terms
of this Agreement. The price at which the Optioned Shares may be purchased
pursuant to this Option shall be $_____ per share subject to adjustment as
hereinafter provided (the "Option Price"). The Option is intended to be a
nonqualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Code, or
any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of
Grant and, unless earlier terminated in accordance with Section 6 hereof,
shall expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE.
(a) Subject to expiration or earlier termination, and subject to
the remaining provisions of this Section 3, the Option shall become
exercisable in accordance with Schedule A attached hereto so long as
the Optionee remains in the employ of the Company or a Subsidiary.
(b) In the event that Optionee's employment with the Company or a
Subsidiary terminates on or subsequent to [DATE EMPLOYMENT AGREEMENT
TERMINATES] (or any later date which is the expiration date of a
written employment agreement, or extension thereof, between the
Optionee and the Company or a Subsidiary), but (i) prior to the
Option having vested in full pursuant to subparagraph (a) of this
Section 3 or Section 7, and (ii) other than for Cause, this Option
shall nonetheless become exercisable on the date of termination as
to that percentage of the Common Shares referred to in Section 1 (as
adjusted, if appropriate) as (i) the number of calendar months of
Optionee's employment during the period from the Date of Grant
through the date of termination of employment represents when
divided by (ii) [NUMBER OF TOTAL MONTHS IN THE CLIFF VESTING PERIOD
ON SCHEDULE A]. For those purposes, if Optionee provides services
for a portion but not all of a calendar month, he shall nonetheless
be credited with a full calendar month of employment. In the event
that said calculation results in an award of a fractional share, the
number shall be increased to the next full share.
(c) Subject to expiration or earlier termination, the Option shall
continue to vest consistent with the original vesting schedule in
the event Optionee dies while in the employ of the Employer.
(d) To the extent the Option is exercisable, it may be exercised
in whole or in part. In no event shall the Optionee be entitled to
acquire a fraction of one Optioned Share pursuant to this Option.
The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to him upon the
exercise of all or part of this Option.
(e) Subject to the expiration or earlier termination of the
Option, the Committee, in its discretion, may provide for additional
vesting following the Optionee's termination of employment with the
Employer, or the termination of the Employer's status as an
affiliate of the Company as described in subparagraph (a) above.
4. RESTRICTIONS ON TRANSFER OF OPTION. The Option granted hereby:
(a) may not be sold, pledged, exchanged, or otherwise encumbered
or disposed of by Optionee, and
(b) may not be assigned or transferred except (A) to a Family
Member of the Optionee, or entities controlled by or benefiting
them, as described in Section 12 of the Plan, and then (B) (i) if
during the Optionee's life, only upon the approval of the Company's
Chief Financial Officer and/or its Vice President with
responsibility for compensation and benefits, or (ii) by execution
and delivery of a Beneficiary Designation Form provided by the
Company or, if none, (iii) by will or by the laws of descent and
distribution. The Option may be exercised, during the lifetime of
the Optionee, only by the Optionee, (or if transferred, during the
lifetime of the Transferee, only by the Transferee), or in the event
of his or her legal incapacity, by his or her guardian or legal
representative acting on behalf of the Optionee or Transferee, as
appropriate, in a fiduciary capacity under state law and court
supervision.
Any purported transfer, encumbrance or other disposition of the Option that is
in violation of this Section 4 shall be null and void, and the other party to
any such purported transaction shall not obtain any rights to or interest in the
Option.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, the Option may be exercised by
written notice to the Company stating the number of Optioned Shares
for which the Option is being exercised and the intended manner of
payment. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of
exercise to the Company in cash in the form of U.S. currency or
check or other cash equivalent acceptable to the Company. The date
of such notice shall be the exercise date.
(b) In the Committee's discretion, the Optionee may also tender
the Option Price by (i) the actual or constructive transfer to the
Company of nonforfeitable, nonrestricted Common Shares that have
been owned by the Optionee for (x) more than one year prior to the
date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or
(y) more than six months prior to the date of exercise, if they were
originally acquired by the Optionee other than pursuant to the
exercise of an incentive stock option, or (ii) by any combination of
the foregoing methods of payment, including a partial tender in cash
and a partial tender in nonforfeitable, nonrestricted Common Shares.
To the extent permitted by law, the requirement of payment in cash
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shall be deemed satisfied if the Optionee shall have made
arrangements satisfactory to the Company with a broker who is a
member of the National Association of Securities Dealers, Inc. to
sell on the date of exercise a sufficient number of the Common
Shares being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Exercise Price, plus
interest at the applicable federal rate for the period from the date
of exercise to the date of payment, and pursuant to which the broker
undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale
transaction will settle in the ordinary course of business. In the
event the option has been transferred pursuant to Section 4 above,
the word Transferee shall be substituted for Optionee in the
foregoing provisions of this subsection (b).
(c) Within ten (10) days after notice, the Company shall direct
the due issuance of the Optioned Shares so purchased.
(d) Nonforfeitable, nonrestricted Common Shares that are
transferred in payment of all or any part of the Option Price shall
be valued on the basis of their Market Value per Share as defined in
the Plan.
(e) As a further condition precedent to the exercise of this
Option, the Optionee or Transferee, as appropriate, shall comply
with all regulations and the requirements of any regulatory
authority having control of, or supervision over, the issuance of
Common Shares and in connection therewith shall execute any
documents which the Committee shall in its sole discretion deem
necessary or advisable.
6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall continue to the extent the Options have previously or,
pursuant to Section 3(b) subsequently become exercisable, for the periods
indicated below, if any, but shall terminate automatically and without
further notice on the earliest of the following dates:
(a) DEATH WHILE EMPLOYED. Five (5) years after the Optionee's
death if the Optionee dies while in the employ of the Employer;
(b) DISABILITY. Five (5) years after the date of the termination
of the Optionee's employment because of permanent and total
disability if the Optionee becomes permanently and totally disabled
as defined in the Company's 401(k) Plan at the time of said
disability, while an employee of the Employer;
(c) RETIREMENT. Five (5) years after the Optionee's termination of
employment with the Employer following attainment of age 50 and
after completion of that number of years of service which, when
added to the Optionee's age, equals at least 75; for these purposes,
years of service shall be determined according to the rules
contained in the Company's 401(k) Plan;
(d) CHANGE IN CONTROL. Five (5) years after the Optionee' s
termination of employment with Employer following a Change in
Control of the Company, provided, however, that in the event that
the Optionee's employment is terminated voluntarily by the Optionee
or by the Employer for Cause, the Agreement shall terminate at the
time of such termination notwithstanding this subparagraph. For
purposes of this provision, "Cause" shall mean the Optionee shall
have committed prior to termination of employment any of the
following acts:
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(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Optionee's duties or in the course of the Optionee's
employment with the Employer, or (B) which is otherwise
materially injurious to the Employer, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Employer;
(iii) intentional wrongful disclosure of material confidential
information of the Employer;
(iv) intentional wrongful engagement in any competitive
activity that would constitute a material breach of the
duty of loyalty; or
(v) intentional breach of any stated material employment
policy of the Employer;
(e) MANAGEMENT RESTRUCTURING. One (1) year after the Optionee's
termination of employment with the Employer due to the Employer's
elimination of the Optionee's particular responsibilities due to
management restructuring;
(f) TERMINATION PURSUANT TO SECTION 3(b). In the event Optionee
remains employed through [DATE EMPLOYMENT AGREEMENT TERMINATES] (or
any later date which is the expiration date of a written employment
agreement, or extension thereof, between the Optionee and the
Company or a Subsidiary), but Optionee's employment terminates prior
to the date indicated on Schedule A, other than by the Company for
Cause, the Option shall terminate ten (10) days after said
termination.
(g) OTHER TERMINATIONS. The date the Optionee ceases to be an
employee of the Employer, for any reason other than as described in
this Section 6 hereof; or
(h) EXPIRATION OF TEN YEARS. Ten (10) years from the Date of
Grant;
provided, however, that the period for exercise will not expire (unless required
by subparagraph (g) hereof), prior to six (6) months after the Optionee's death
if the Optionee dies after termination of employment with the Employer but
within one of the periods described in subparagraphs (b) through (e) above, if
applicable.
This Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof and subject to Section 3(b), on
the date of termination of employment. For the purposes of this Agreement, the
continuous employment of the Optionee with the Employer shall not be deemed to
have been interrupted, and the Optionee shall not be deemed to have ceased to be
an employee of the Employer, by reason of the transfer of his employment among
the Company and its Subsidiaries or a Company-approved leave of absence.
7. ACCELERATION OF OPTION. Notwithstanding Section 3, but subject to
earlier termination, the Option granted hereby shall become immediately
exercisable in full in the event of a Change of Control.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of
employment by the Employer nor limit or
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affect in any manner the right of the Employer to terminate the employment
or adjust the compensation of the Optionee.
9. TAXES AND WITHHOLDING. If the Employer shall be required to withhold
any federal, state, local or foreign tax in connection with the exercise
of the Option, and the amounts available to the Employer for such
withholding are insufficient, the Optionee shall pay the tax or make
provisions that are satisfactory to the Employer for the payment thereof.
The Optionee may elect to satisfy all or any part of the minimum statutory
withholding obligation by surrendering to the Employer a portion of the
Optioned Shares that are issued or transferred to the Optionee upon the
exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the
Market Value per Share of such shares on the date of such surrender. The
Employer will pay any and all issue and other taxes in the nature thereof
which may be payable by the Employer in respect of any issue or delivery
upon a purchase pursuant to this Option.
10. COMPLIANCE WITH LAW. The Employer shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws;
provided, however, notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result
in a violation of any such law.
11. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Optioned Shares covered by this Option, in the Option
Price applicable to such Option, and in the kind of shares covered
thereby, as the Committee may determine is equitably required to prevent
dilution or enlargement of the Optionee's rights that otherwise would
result from (a) any combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets or
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing; provided however, that no such adjustment in the number of
Optioned Shares will be made unless such adjustment would change by more
than 5 % the number of Optioned Shares issuable upon exercise of this
Option. Similar adjustments shall be made automatically in the event of a
stock dividend or stock split, on a purely mathematical basis. Any
adjustment which by reason of this Section 11 is not required to be made
currently will be carried forward and taken into account in any subsequent
adjustment. In the event of any such transaction or event, the Committee
may provide in substitution for this Option such alternative consideration
as it may determine to be equitable in the circumstances and may require
in connection therewith the surrender of this Option.
12. AVAILABILITY OF COMMON SHARES. The Company shall at all times until
the expiration of the Option reserve and keep available, either in its
treasury or out of its authorized but unissued Common Shares, the full
number of Optioned Shares deliverable upon the exercise of this Option.
13. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan
maintained by the Employer and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company.
14. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Optionee or Transferee, as appropriate, under
5
this Agreement without said Optionee's or Transferee's consent.
Notwithstanding the foregoing, this Agreement shall be amended in such
particulars as are necessary or appropriate to reflect the applicable
provisions of section 409A of the Internal Revenue Code of 1986, as
amended, in order to avoid current taxation of the grant made pursuant
hereto, and to avoid any penalty taxes imposed on noncomplying
arrangements.
15. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
16. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this option or its exercise.
17. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee or Transferee, as appropriate, and the successors
and assigns of the Employer.
18. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia,
without giving effect to the principles of conflict of laws thereof.
19. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company, marked Attention: Stock Option Administrator,
ChoicePoint Inc., Mail Drop 71-B, 1000 Alderman Drive, Alpharetta, Georgia
30005, and any notice to the Optionee shall be addressed to said Optionee
at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid, and addressed
as aforesaid. Any party may change the address to which notices are to be
given hereunder by written notice to the other party as herein specified
(provided that for this purpose any mailed notice shall be deemed given on
the third business day following deposit of the same in the United States
mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf and that of any Employer by which the Optionee is employed by its
duly authorized officer and Optionee has also executed this Agreement in
duplicate, as of the day and year first above written.
CHOICEPOINT INC.
By:
_________________________
Optionee:
_________________________
6
________Non Qualified Stock Option Number <<OPTNO>>
SCHEDULE A
The Option shall vest as follows:
100% on third anniversary of Date of Grant.
7
CHOICEPOINT INC.
NONQUALIFIED EMPLOYEE STOCK OPTION AGREEMENT
This AGREEMENT (the "Agreement") is made as of _______________ (the "Date
of Grant") by and between CHOICEPOINT INC., a Georgia corporation (the
"Company") on behalf of itself and any Subsidiary which is the employer of the
Optionee, and ____________ (the "Optionee"). As used in this Agreement, the word
"Employer" shall mean both the Company and any such employing Subsidiary.
1. GRANT OF STOCK OPTION. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Company's 2003
Omnibus Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee as of the Date of Grant a stock option (the "Option") to purchase
__________ Common Shares of the Company's stock (the "Optioned Shares").
The Option may be exercised from time to time in accordance with the terms
of this Agreement. The price at which the Optioned Shares may be purchased
pursuant to this Option shall be $_____ per share subject to adjustment as
hereinafter provided (the "Option Price"). The Option is intended to be a
nonqualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Code, or
any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of
Grant and, unless earlier terminated in accordance with Section 6 hereof,
shall expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE.
(a) Subject to expiration or earlier termination, the Option shall
become exercisable in accordance with Schedule A attached hereto so
long as the Optionee remains in the employ of the Company or a
Subsidiary.
(b) Subject to expiration or earlier termination, the Option shall
continue to vest consistent with the original vesting schedule in
the event Optionee dies while in the employ of the Employer.
(c) To the extent the Option is exercisable, it may be exercised
in whole or in part. In no event shall the Optionee be entitled to
acquire a fraction of one Optioned Share pursuant to this Option.
The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to him upon the
exercise of all or part of this Option.
(d) Subject to the expiration or earlier termination of the
Option, the Committee, in its discretion, may provide for additional
vesting following the Optionee's termination of employment with the
Employer, or the termination of the Employer's status as an
affiliate of the Company as described in subparagraph (a) above.
4. RESTRICTIONS ON TRANSFER OF OPTION. The Option granted hereby:
(a) may not be sold, pledged, exchanged, or otherwise encumbered
or disposed of by Optionee, and
(b) may not be assigned or transferred except (A) to a Family
Member of the Optionee, or entities controlled by or
benefiting them, as described in Section 12 of the
Plan, and then (B) (i) if during the Optionee's life, only upon the
approval of the Company's Chief Financial Officer and/or its Vice
President with responsibility for compensation and benefits, or (ii)
by execution and delivery of a Beneficiary Designation Form provided
by the Company or, if none, (iii) by will or by the laws of descent
and distribution. The Option may be exercised, during the lifetime
of the Optionee, only by the Optionee, (or if transferred, during
the lifetime of the Transferee, only by the Transferee), or in the
event of his or her legal incapacity, by his or her guardian or
legal representative acting on behalf of the Optionee or Transferee,
as appropriate, in a fiduciary capacity under state law and court
supervision.
Any purported transfer, encumbrance or other disposition of the Option that is
in violation of this Section 4 shall be null and void, and the other party to
any such purported transaction shall not obtain any rights to or interest in the
Option.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, the Option may be exercised by
written notice to the Company stating the number of Optioned Shares
for which the Option is being exercised and the intended manner of
payment. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of
exercise to the Company in cash in the form of U.S. currency or
check or other cash equivalent acceptable to the Company. The date
of such notice shall be the exercise date.
(b) In the Committee's discretion, the Optionee may also tender
the Option Price by (i) the actual or constructive transfer to the
Company of nonforfeitable, nonrestricted Common Shares that have
been owned by the Optionee for (x) more than one year prior to the
date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or
(y) more than six months prior to the date of exercise, if they were
originally acquired by the Optionee other than pursuant to the
exercise of an incentive stock option, or (ii) by any combination of
the foregoing methods of payment, including a partial tender in cash
and a partial tender in nonforfeitable, nonrestricted Common Shares.
To the extent permitted by law, the requirement of payment in cash
shall be deemed satisfied if the Optionee shall have made
arrangements satisfactory to the Company with a broker who is a
member of the National Association of Securities Dealers, Inc. to
sell on the date of exercise a sufficient number of the Common
Shares being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Exercise Price, plus
interest at the applicable federal rate for the period from the date
of exercise to the date of payment, and pursuant to which the broker
undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale
transaction will settle in the ordinary course of business. In the
event the option has been transferred pursuant to Section 4 above,
the word Transferee shall be substituted for Optionee in the
foregoing provisions of this subsection (b).
(c) Within ten (10) days after notice, the Company shall direct
the due issuance of the Optioned Shares so purchased.
(d) Nonforfeitable, nonrestricted Common Shares that are
transferred in payment of all or any part of the Option Price shall
be valued on the basis of their Market Value per Share as defined in
the Plan.
2
(e) As a further condition precedent to the exercise of this
Option, the Optionee or Transferee, as appropriate, shall comply
with all regulations and the requirements of any regulatory
authority having control of, or supervision over, the issuance of
Common Shares and in connection therewith shall execute any
documents which the Committee shall in its sole discretion deem
necessary or advisable.
6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall continue to the extent the Options have previously or,
pursuant to Section 3(b) subsequently become exercisable, for the periods
indicated below, if any, but shall terminate automatically and without
further notice on the earliest of the following dates:
(a) DEATH WHILE EMPLOYED. Five (5) years after the Optionee's
death if the Optionee dies while in the employ of the Employer;
(b) DISABILITY. Five (5) years after the date of the termination
of the Optionee's employment because of permanent and total
disability if the Optionee becomes permanently and totally disabled
as defined in the Company's 401(k) Plan at the time of said
disability, while an employee of the Employer;
(c) RETIREMENT. Five (5) years after the Optionee's termination of
employment with the Employer following attainment of age 50 and
after completion of that number of years of service which, when
added to the Optionee's age, equals at least 75; for these purposes,
years of service shall be determined according to the rules
contained in the Company's 401(k) Plan;
(d) CHANGE IN CONTROL. Five (5) years after the Optionee' s
termination of employment with Employer following a Change in
Control of the Company, provided, however, that in the event that
the Optionee's employment is terminated for Cause, the Agreement
shall terminate at the time of such termination notwithstanding this
subparagraph. For purposes of this provision, "Cause" shall mean the
Optionee shall have committed prior to termination of employment any
of the following acts:
(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Optionee's duties or in the course of the Optionee's
employment with the Employer, or (B) which is otherwise
materially injurious to the Employer, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Employer;
(iii) intentional wrongful disclosure of material confidential
information of the Employer;
(iv) intentional wrongful engagement in any competitive
activity that would constitute a material breach of the duty
of loyalty; or
(v) intentional breach of any stated material employment
policy of the Employer;
3
(e) MANAGEMENT RESTRUCTURING. One (1) year after the Optionee's
termination of employment with the Employer due to the Employer's
elimination of the Optionee's particular responsibilities due to
management restructuring;
(f) OTHER TERMINATIONS. The date the Optionee ceases to be an
employee of the Employer, for any reason other than as described in
this Section 6 hereof; or
(g) EXPIRATION OF TEN YEARS. Ten (10) years from the Date of
Grant;
provided, however, that the period for exercise will not expire (unless required
by subparagraph (g) hereof), prior to six (6) months after the Optionee's death
if the Optionee dies after termination of employment with the Employer but
within one of the periods described in subparagraphs (b) through (e) above, if
applicable.
This Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof and subject to Section 3(b), on
the date of termination of employment. For the purposes of this Agreement, the
continuous employment of the Optionee with the Employer shall not be deemed to
have been interrupted, and the Optionee shall not be deemed to have ceased to be
an employee of the Employer, by reason of the transfer of his employment among
the Company and its Subsidiaries or a Company-approved leave of absence.
7. ACCELERATION OF OPTION. Notwithstanding Section 3, but subject to
earlier termination, the Option granted hereby shall become immediately
exercisable in full in the event of a Change of Control.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of
employment by the Employer nor limit or affect in any manner the right of
the Employer to terminate the employment or adjust the compensation of the
Optionee.
9. TAXES AND WITHHOLDING. If the Employer shall be required to withhold
any federal, state, local or foreign tax in connection with the exercise
of the Option, and the amounts available to the Employer for such
withholding are insufficient, the Optionee shall pay the tax or make
provisions that are satisfactory to the Employer for the payment thereof.
The Optionee may elect to satisfy all or any part of the minimum statutory
withholding obligation by surrendering to the Employer a portion of the
Optioned Shares that are issued or transferred to the Optionee upon the
exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the
Market Value per Share of such shares on the date of such surrender. The
Employer will pay any and all issue and other taxes in the nature thereof
which may be payable by the Employer in respect of any issue or delivery
upon a purchase pursuant to this Option.
10. COMPLIANCE WITH LAW. The Employer shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws;
provided, however, notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result
in a violation of any such law.
11. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Optioned Shares covered by this Option, in the Option
Price applicable to such Option, and in the kind of shares covered
thereby, as the Committee may determine is equitably required to
4
prevent dilution or enlargement of the Optionee's rights that otherwise
would result from (a) any combination of shares, recapitalization, or
other change in the capital structure of the Company, (b) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets or
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing; provided however, that no such adjustment in the number of
Optioned Shares will be made unless such adjustment would change by more
than 5 % the number of Optioned Shares issuable upon exercise of this
Option. Similar adjustments shall be made automatically in the event of a
stock dividend or stock split, on a purely mathematical basis. Any
adjustment which by reason of this Section 11 is not required to be made
currently will be carried forward and taken into account in any subsequent
adjustment. In the event of any such transaction or event, the Committee
may provide in substitution for this Option such alternative consideration
as it may determine to be equitable in the circumstances and may require
in connection therewith the surrender of this Option.
12. AVAILABILITY OF COMMON SHARES. The Company shall at all times until
the expiration of the Option reserve and keep available, either in its
treasury or out of its authorized but unissued Common Shares, the full
number of Optioned Shares deliverable upon the exercise of this Option.
13. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan
maintained by the Employer and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company.
14. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Optionee or Transferee, as appropriate, under this Agreement
without said Optionee's or Transferee's consent. Notwithstanding the
foregoing, this Agreement shall be amended in such particulars as are
necessary or appropriate to reflect the applicable provisions of section
409A of the Internal Revenue Code of 1986, as amended, in order to avoid
current taxation of the grant made pursuant hereto, and to avoid any
penalty taxes imposed on noncomplying arrangements.
15. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
16. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this option or its exercise.
17. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee or Transferee, as appropriate, and the successors
and assigns of the Employer.
5
18. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia,
without giving effect to the principles of conflict of laws thereof.
19. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company, marked Attention: Stock Option Administrator,
ChoicePoint Inc., Mail Drop 71-B, 1000 Alderman Drive, Alpharetta, Georgia
30005, and any notice to the Optionee shall be addressed to said Optionee
at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid, and addressed
as aforesaid. Any party may change the address to which notices are to be
given hereunder by written notice to the other party as herein specified
(provided that for this purpose any mailed notice shall be deemed given on
the third business day following deposit of the same in the United States
mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf and that of any Employer by which the Optionee is employed by its
duly authorized officer and Optionee has also executed this Agreement in
duplicate, as of the day and year first above written.
CHOICEPOINT INC.
By:
_________________________
Optionee:
_________________________
6
_________Non Qualified Stock Option Number <<OPTNO>>
SCHEDULE A
The Option may vest upon achieving certain performance criteria for
the three-year performance period starting January 1, 200X. The performance
criteria are as follows:
1. ChoicePoint Inc. Operating Profit Goal must be achieved by December
31, 200X.
- Minimum - $ XXX million
- Maximum - $ XXX million
- The number of performance-based stock option grants vesting,
subject to Operating Profit Goals, will be interpolated based
on actual cumulative Operating Income for the calendar years
200X, 200X, 200X. Vesting is subject to Compensation Committee
certification during the first quarter 200X.
2. Stock Price Goal: $XX.00 per share
- CPS stock must trade at or above $XX.00 for a minimum of
20 consecutive trading days before the stock price goal is
satisfied. Such goal must be met prior to February 1, 200X
(three years from grant) to vest based upon stock price.
The performance-based grants may vest with satisfaction of either
the Operating Profit Goal or the stock price goal. In the event that neither
goal vests all the performance-based option grant, the remaining unvested
portion of the performance-based option grant shall vest February 1, 20XX (seven
years from grant) based on continuous employment with the company.
The number of shares and the stock price goals are subject to
adjustment based upon capital structure changes such as a stock split.
7
CHOICEPOINT INC.
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
This AGREEMENT (the "Agreement") is made as of _______________ (the "Date of
Grant") by and between CHOICEPOINT INC., a Georgia corporation (the "Company")
on behalf of itself and any Subsidiary which is the employer of the Optionee,
and __________________ (the "Optionee"). As used in this Agreement, the word
"Employer" shall mean both the Company and any such employing Subsidiary.
1. GRANT OF STOCK OPTION. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Company's 2003
Omnibus Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee as of the Date of Grant a stock option (the "Option") to purchase
_____________ Common Shares of the Company's stock (the "Optioned
Shares"). The Option may be exercised from time to time in accordance with
the terms of this Agreement. The price at which the Optioned Shares may be
purchased pursuant to this Option shall be $_______ per share subject to
adjustment as hereinafter provided (the "Option Price"), which is no less
than the fair market value of the Shares on the Date of Grant. The Option
is intended to be an "incentive stock option" within the meaning of that
term under Section 422 of the Code, and any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of
Grant and, unless earlier terminated in accordance with Section 6 hereof,
shall expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE.
(a) Subject to expiration or earlier termination, the Option shall
become exercisable in accordance with Schedule A attached hereto so
long as the Optionee remains in the employ of the Company or a
Subsidiary.
(b) Subject to expiration or earlier termination, the Option shall
continue to vest consistent with the original vesting schedule in
the event Optionee dies while in the employ of the Employer.
(c) To the extent the Option is exercisable, it may be exercised
in whole or in part. In no event shall the Optionee be entitled to
acquire a fraction of one Optioned Share pursuant to this Option.
The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to him upon the
exercise of all or part of this Option.
(d) Subject to the expiration or earlier termination of the
Option, the Committee, in its discretion, may provide for additional
vesting following the Optionee's termination of employment with the
Employer, or the termination of the Employer's status as an
affiliate of the Company as described in subparagraph (a) above.
4. OPTION NONTRANSFERABLE. The Option granted hereby shall be neither
transferable nor assignable by the Optionee other than by will or by the
laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee, or in the event of his or
her legal incapacity, by his or her guardian or legal representative
acting on behalf of the Optionee in a fiduciary capacity under state law
and court supervision.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, the Option may be exercised by
written notice to the Company stating the number of Optioned Shares
for which the Option is being exercised and the intended manner of
payment. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of
exercise to the Company in cash in the form of U.S. currency or
check or other cash equivalent acceptable to the Company. The date
of such notice shall be the exercise date.
(b) In the Committee's discretion, the Optionee may also tender
the Option Price by (i) the actual or constructive transfer to the
Company of nonforfeitable, nonrestricted Common Shares that have
been owned by the Optionee for (x) more than one year prior to the
date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or
(y) more than six months prior to the date of exercise, if they were
originally acquired by the Optionee other than pursuant to the
exercise of an incentive stock option, or (ii) by any combination of
the foregoing methods of payment, including a partial tender in cash
and a partial tender in nonforfeitable, nonrestricted Common Shares.
To the extent permitted by law, the requirement of payment in cash
shall be deemed satisfied if the Optionee shall have made
arrangements satisfactory to the Company with a broker who is a
member of the National Association of Securities Dealers, Inc. to
sell on the date of exercise a sufficient number of the Common
Shares being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Exercise Price, plus
interest at the applicable federal rate for the period from the date
of exercise to the date of payment, and pursuant to which the broker
undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale
transaction will settle in the ordinary course of business.
(c) Within ten (10) days after notice, the Company shall direct
the due issuance of the Optioned Shares so purchased.
(d) Nonforfeitable, nonrestricted Common Shares that are
transferred by the Optionee in payment of all or any part of the
Option Price shall be valued on the basis of their Market Value per
Share as defined in the Plan.
(e) As a further condition precedent to the exercise of this
Option, the Optionee shall comply with all regulations and the
requirements of any regulatory authority having control of, or
supervision over, the issuance of Common Shares and in connection
therewith shall execute any documents which the Committee shall in
its sole discretion deem necessary or advisable.
6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall continue to the extent the Options have previously become
exercisable for the periods indicated below, if any, but shall terminate
automatically and without further notice on the earliest of the following
dates:
(a) DEATH WHILE EMPLOYED. Five (5) years after the Optionee's
death if the Optionee dies while in the employ of the Employer;
2
(b) DISABILITY. Five (5) years after the date of the termination
of the Optionee's employment because of permanent and total
disability if the Optionee becomes permanently and totally disabled
as defined in the Company's 401(k) Plan at the time of said
disability, while an employee of the Employer;
(c) RETIREMENT. Five (5) years after the Optionee's termination of
employment with the Employer following attainment of age 50 and
after completion of that number of years of service which, when
added to the Optionee's age, equals at least 75; for these purposes,
years of service shall be determined according to the rules
contained in the Company's 401(k) Plan;
(d) CHANGE IN CONTROL. Five (5) years after the Optionee's
termination of employment with Employer following a Change in
Control of the Company, provided, however, that in the event that
the Optionee's employment is terminated voluntarily by the Optionee,
or by the Employer for Cause, the Agreement shall terminate at the
time of such termination notwithstanding this subparagraph. For
purposes of this provision, "Cause" shall mean the Optionee shall
have committed prior to termination of employment any of the
following acts:
(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Optionee's duties or in the course of the Optionee's
employment with the Employer, or (B) which is otherwise
materially injurious to the Employer, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Employer;
(iii) intentional wrongful disclosure of material confidential
information of the Employer;
(iv) intentional wrongful engagement in any competitive
activity that would constitute a material breach of the
duty of loyalty; or
(v) intentional breach of any stated material employment
policy of the Employer;
(e) MANAGEMENT RESTRUCTURING. One (1) year after the Optionee's
termination of employment with the Employer due to the Employer's
elimination of the Optionee's particular responsibilities due to
management restructuring;
(f) OTHER TERMINATIONS. The date the Optionee ceases to be an
employee of the Employer, for any reason other than as described in
this Section 6 hereof; or
(g) EXPIRATION OF TEN YEARS. Ten (10) years from the Date of
Grant;
provided, however, that the period for exercise will not expire (unless required
by subparagraph (g) hereof), prior to six (6) months after the Optionee's death
if the Optionee dies after termination of employment with the Employer but
within one of the periods described in subparagraphs (b) through (e) above, if
applicable. The periods of exercise permitted above are provided,
notwithstanding the fact that the exercise of the Option during the extension of
said exercise period beyond the three-month period (or
3
one-year period following disability) required for incentive stock options may
result in its treatment as a nonqualified stock option.
This Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof, on the date of termination of
employment. For the purposes of this Agreement, the continuous employment of the
Optionee with the Employer shall not be deemed to have been interrupted, and the
Optionee shall not be deemed to have ceased to be an employee of the Employer,
by reason of the transfer of his employment among the Company and its
Subsidiaries or a Company-approved leave of absence.
7. ACCELERATION OF OPTION. Notwithstanding Section 3, but subject to
earlier termination, the Option granted hereby shall become immediately
exercisable in full in the event of a Change of Control.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of
employment by the Employer nor limit or affect in any manner the right of
the Employer to terminate the employment or adjust the compensation of the
Optionee.
9. TAXES AND WITHHOLDING. If the Employer shall be required to withhold
any federal, state, local or foreign tax in connection with the exercise
of the Option, and the amounts available to the Employer for such
withholding are insufficient, the Optionee shall pay the tax or make
provisions that are satisfactory to the Employer for the payment thereof.
The Optionee may elect to satisfy all or any part of the minimum statutory
withholding obligation by surrendering to the Employer a portion of the
Optioned Shares that are issued or transferred to the Optionee upon the
exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the
Market Value per Share of such shares on the date of such surrender. The
Employer will pay any and all issue and other taxes in the nature thereof
which may be payable by the Employer in respect of any issue or delivery
upon a purchase pursuant to this Option.
10. COMPLIANCE WITH LAW. The Employer shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws;
provided, however, notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result
in a violation of any such law.
11. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Optioned Shares covered by this Option, in the Option
Price applicable to such Option, and in the kind of shares covered
thereby, as the Committee may determine is equitably required to prevent
dilution or enlargement of the Optionee's rights that otherwise would
result from (a) any combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger,
consolidation, spin- off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets or
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing; provided however, that no such adjustment in the number of
Optioned Shares will be made unless such adjustment would change by more
than 5% the number of Optioned Shares issuable upon exercise of this
Option. Similar adjustments shall be made automatically in the event of a
stock dividend or stock split, on a purely mathematical basis. Any
adjustment which by reason of this Section 11 is not required to be made
currently will be carried forward and taken into account in any subsequent
adjustment. In the event of any such transaction or event, the Committee
may provide in substitution for this Option such alternative consideration
as it may
4
determine to be equitable in the circumstances and may require in
connection therewith the surrender of this Option.
12. AVAILABILITY OF COMMON SHARES. The Company shall at all times until
the expiration of the Option reserve and keep available, either in its
treasury or out of its authorized but unissued Common Shares, the full
number of Optioned Shares deliverable upon the exercise of this Option.
13. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan
maintained by the Employer and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company.
14. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Optionee under this Agreement without the Optionee's
consent. Notwithstanding the foregoing, this Agreement shall be amended in
such particulars as are necessary or appropriate to reflect the applicable
provisions of section 409A of the Internal Revenue Code of 1986, as
amended, in order to avoid current taxation of the grant made pursuant
hereto, and to avoid any penalty taxes imposed on noncomplying
arrangements.
15. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
16. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this option or its exercise.
17. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS. In the event
that the aggregate fair market value (determined as of the Date of Grant,
i.e., the Option Price) of shares with respect to which incentive stock
options are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and any Employer) exceeds
$100,000, such options representing such excess shall be treated as
options which are not incentive stock options, in accordance with the
rules of Section 422(d) of the Code. To the extent that the Optionee
disposes of a share received pursuant to the exercise of this Option
within two (2) years from the Date of Grant or one (1) year from the date
of exercise, it may not be treated as an incentive stock option.
Furthermore, in the event that, pursuant to the provisions of Section 6,
above, an Optionee is permitted to exercise, and does exercise, an Option
at a date later than three (3) months following termination of employment
(or one (1) year in the event of disability), said Option may not be
treated as an incentive stock option.
18. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee, and the successors and assigns of the Employer.
5
19. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia,
without giving effect to the principles of conflict of laws thereof.
20. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company, marked Attention: Stock Option Administrator,
ChoicePoint Inc., Mail Drop 71-B, 1000 Alderman Drive, Alpharetta, Georgia
30005, and any notice to the Optionee shall be addressed to said Optionee
at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid, and addressed
as aforesaid. Any party may change the address to which notices are to be
given hereunder by written notice to the other party as herein specified
(provided that for this purpose any mailed notice shall be deemed given on
the third business day following deposit of the same in the United States
mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf and that of any Employer by which the Optionee is employed by its duly
authorized officer and Optionee has also executed this Agreement in duplicate,
as of the day and year first above written.
CHOICEPOINT, INC.
By:
__________________________
Optionee:
__________________________
6
_____ Incentive Stock Option Number <<OPTNO>>
SCHEDULE A
The Option shall vest as follows:
100% on third anniversary of Date of Grant.
CHOICEPOINT INC.
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
This AGREEMENT (the "Agreement") is made as of _______________ (the "Date of
Grant") by and between CHOICEPOINT INC., a Georgia corporation (the "Company")
on behalf of itself and any Subsidiary which is the employer of the Optionee,
and __________________ (the "Optionee"). As used in this Agreement, the word
"Employer" shall mean both the Company and any such employing Subsidiary.
1. GRANT OF STOCK OPTION. Subject to and upon the terms, conditions,
and restrictions set forth in this Agreement and in the Company's 2003
Omnibus Incentive Plan (the "Plan"), the Company hereby grants to the
Optionee as of the Date of Grant a stock option (the "Option") to purchase
_____________ Common Shares of the Company's stock (the "Optioned
Shares"). The Option may be exercised from time to time in accordance with
the terms of this Agreement. The price at which the Optioned Shares may be
purchased pursuant to this Option shall be $_______ per share subject to
adjustment as hereinafter provided (the "Option Price"), which is no less
than the fair market value of the Shares on the Date of Grant. The Option
is intended to be an "incentive stock option" within the meaning of that
term under Section 422 of the Code, and any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of
Grant and, unless earlier terminated in accordance with Section 6 hereof,
shall expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE.
(a) Subject to expiration or earlier termination, and subject to
the remaining provisions of this Section 3, the Option shall become
exercisable in accordance with Schedule A attached hereto so long as
the Optionee remains in the employ of the Company or a Subsidiary.
(b) In the event that Optionee's employment with the Company or a
Subsidiary terminates on or subsequent to [DATE EMPLOYMENT AGREEMENT
TERMINATES] (or any later date which is the expiration date of a
written employment agreement, or extension thereof, between the
Optionee and the Company or a Subsidiary), but (i) prior to the
Option having vested in full pursuant to subparagraph (a) of this
Section 3 or Section 7, and (ii) other than for Cause, this Option
shall nonetheless become exercisable on the date of termination as
to that percentage of the Common Shares referred to in Section 1 (as
adjusted, if appropriate) as (i) the number of calendar months of
Optionee's employment during the period from the Date of Grant
through the date of termination of employment represents when
divided by (ii) [NUMBER OF TOTAL MONTHS IN THE CLIFF VESTING PERIOD
ON SCHEDULE A]. For those purposes, if Optionee provides services
for a portion but not all of a calendar month, he shall nonetheless
be credited with a full calendar month of employment. In the event
that said calculation results in an award of a fractional share, the
number shall be increased to the next full share.
(c) Subject to expiration or earlier termination, the Option shall
continue to vest consistent with the original vesting schedule in
the event Optionee dies while in the employ of the Employer.
(d) To the extent the Option is exercisable, it may be exercised
in whole or in part. In no event shall the Optionee be entitled to
acquire a fraction of one Optioned Share pursuant to this Option.
The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to him upon the
exercise of all or part of this Option.
(e) Subject to the expiration or earlier termination of the
Option, the Committee, in its discretion, may provide for additional
vesting following the Optionee's termination of employment with the
Employer, or the termination of the Employer's status as an
affiliate of the Company as described in subparagraph (a) above.
4. OPTION NONTRANSFERABLE. The Option granted hereby shall be neither
transferable nor assignable by the Optionee other than by will or by the
laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee, or in the event of his or her legal
incapacity, by his or her guardian or legal representative acting on
behalf of the Optionee in a fiduciary capacity under state law and court
supervision.
5. NOTICE OF EXERCISE; PAYMENT.
(a) To the extent then exercisable, the Option may be exercised by
written notice to the Company stating the number of Optioned Shares
for which the Option is being exercised and the intended manner of
payment. Payment equal to the aggregate Option Price of the Optioned
Shares being exercised shall be tendered in full with the notice of
exercise to the Company in cash in the form of U.S. currency or
check or other cash equivalent acceptable to the Company. The date
of such notice shall be the exercise date.
(b) In the Committee's discretion, the Optionee may also tender
the Option Price by (i) the actual or constructive transfer to the
Company of nonforfeitable, nonrestricted Common Shares that have
been owned by the Optionee for (x) more than one year prior to the
date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the
Optionee pursuant to the exercise of an incentive stock option, or
(y) more than six months prior to the date of exercise, if they were
originally acquired by the Optionee other than pursuant to the
exercise of an incentive stock option, or (ii) by any combination of
the foregoing methods of payment, including a partial tender in cash
and a partial tender in nonforfeitable, nonrestricted Common Shares.
To the extent permitted by law, the requirement of payment in cash
shall be deemed satisfied if the Optionee shall have made
arrangements satisfactory to the Company with a broker who is a
member of the National Association of Securities Dealers, Inc. to
sell on the date of exercise a sufficient number of the Common
Shares being purchased so that the net proceeds of the sale
transaction will at least equal the aggregate Exercise Price, plus
interest at the applicable federal rate for the period from the date
of exercise to the date of payment, and pursuant to which the broker
undertakes to deliver the aggregate Exercise Price, plus such
interest, to the Company not later than the date on which the sale
transaction will settle in the ordinary course of business.
(c) Within ten (10) days after notice, the Company shall direct
the due issuance of the Optioned Shares so purchased.
2
(d) Nonforfeitable, nonrestricted Common Shares that are
transferred by the Optionee in payment of all or any part of the
Option Price shall be valued on the basis of their Market Value per
Share as defined in the Plan.
(e) As a further condition precedent to the exercise of this
Option, the Optionee shall comply with all regulations and the
requirements of any regulatory authority having control of, or
supervision over, the issuance of Common Shares and in connection
therewith shall execute any documents which the Committee shall in
its sole discretion deem necessary or advisable.
6. TERMINATION OF AGREEMENT. The Agreement and the Option granted
hereby shall continue to the extent the Options have previously become
exercisable for the periods indicated below, if any, but shall terminate
automatically and without further notice on the earliest of the following
dates:
(a) DEATH WHILE EMPLOYED. Five (5) years after the Optionee's
death if the Optionee dies while in the employ of the Employer;
(b) DISABILITY. Five (5) years after the date of the termination
of the Optionee's employment because of permanent and total
disability if the Optionee becomes permanently and totally disabled
as defined in the Company's 401(k) Plan at the time of said
disability, while an employee of the Employer;
(c) RETIREMENT. Five (5) years after the Optionee's termination of
employment with the Employer following attainment of age 50 and
after completion of that number of years of service which, when
added to the Optionee's age, equals at least 75; for these purposes,
years of service shall be determined according to the rules
contained in the Company's 401(k) Plan;
(d) CHANGE IN CONTROL. Five (5) years after the Optionee's
termination of employment with Employer following a Change in
Control of the Company, provided, however, that in the event that
the Optionee's employment is terminated voluntarily by the Optionee,
or by the Employer for Cause, the Agreement shall terminate at the
time of such termination notwithstanding this subparagraph. For
purposes of this provision, "Cause" shall mean the Optionee shall
have committed prior to termination of employment any of the
following acts:
(i) an intentional act of fraud, embezzlement, theft, or any
other material violation of law (A) in connection with the
Optionee's duties or in the course of the Optionee's
employment with the Employer, or (B) which is otherwise
materially injurious to the Employer, monetarily or otherwise;
(ii) intentional wrongful damage to material assets of the
Employer;
(iii) intentional wrongful disclosure of material confidential
information of the Employer;
(iv) intentional wrongful engagement in any competitive
activity that would constitute a material breach of the
duty of loyalty; or
3
(v) intentional breach of any stated material employment
policy of the Employer;
(e) MANAGEMENT RESTRUCTURING. One (1) year after the Optionee's
termination of employment with the Employer due to the Employer's
elimination of the Optionee's particular responsibilities due to
management restructuring;
(f) TERMINATION PURSUANT TO SECTION 3(B). In the event Optionee
remains employed through [DATE EMPLOYMENT AGREEMENT TERMINATES] (or
any later date which is the expiration date of a written employment
agreement, or extension thereof, between the Optionee and the
Company or a Subsidiary), but Optionee's employment terminates prior
to the date indicated on Schedule A, other than by the Company for
Cause, the Option shall terminate ten (10) days after said
termination.
(g) OTHER TERMINATIONS. The date the Optionee ceases to be an
employee of the Employer, for any reason other than as described in
this Section 6 hereof; or
(h) EXPIRATION OF TEN YEARS. Ten (10) years from the Date of
Grant;
provided, however, that the period for exercise will not expire (unless required
by subparagraph (g) hereof), prior to six (6) months after the Optionee's death
if the Optionee dies after termination of employment with the Employer but
within one of the periods described in subparagraphs (b) through (e) above, if
applicable. The periods of exercise permitted above are provided,
notwithstanding the fact that the exercise of the Option during the extension of
said exercise period beyond the three-month period (or one-year period following
disability) required for incentive stock options may result in its treatment as
a nonqualified stock option.
This Agreement shall not be exercisable for any number of Optioned Shares in
excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof, on the date of termination of
employment. For the purposes of this Agreement, the continuous employment of the
Optionee with the Employer shall not be deemed to have been interrupted, and the
Optionee shall not be deemed to have ceased to be an employee of the Employer,
by reason of the transfer of his employment among the Company and its
Subsidiaries or a Company-approved leave of absence.
7. ACCELERATION OF OPTION. Notwithstanding Section 3, but subject to
earlier termination, the Option granted hereby shall become immediately
exercisable in full in the event of a Change of Control.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Optionee any right with respect to continuance of
employment by the Employer nor limit or affect in any manner the right of
the Employer to terminate the employment or adjust the compensation of the
Optionee.
9. TAXES AND WITHHOLDING. If the Employer shall be required to withhold
any federal, state, local or foreign tax in connection with the exercise
of the Option, and the amounts available to the Employer for such
withholding are insufficient, the Optionee shall pay the tax or make
provisions that are satisfactory to the Employer for the payment thereof.
The Optionee may elect to satisfy all or any part of the minimum statutory
withholding obligation by surrendering to the Employer a portion of the
Optioned Shares that are issued or transferred to the Optionee upon the
exercise of the Option, and the Optioned Shares so surrendered by the
Optionee shall be credited against any such withholding obligation at the
Market Value per Share of such shares on the date
4
of such surrender. The Employer will pay any and all issue and other taxes
in the nature thereof which may be payable by the Employer in respect of
any issue or delivery upon a purchase pursuant to this Option.
10. COMPLIANCE WITH LAW. The Employer shall make reasonable efforts to
comply with all applicable federal, state and foreign securities laws;
provided, however, notwithstanding any other provision of this Agreement,
the Option shall not be exercisable if the exercise thereof would result
in a violation of any such law.
11. ADJUSTMENTS. The Committee may make or provide for such adjustments
in the number of Optioned Shares covered by this Option, in the Option
Price applicable to such Option, and in the kind of shares covered
thereby, as the Committee may determine is equitably required to prevent
dilution or enlargement of the Optionee's rights that otherwise would
result from (a) any combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger,
consolidation, spin- off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets or
issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the
foregoing; provided however, that no such adjustment in the number of
Optioned Shares will be made unless such adjustment would change by more
than 5% the number of Optioned Shares issuable upon exercise of this
Option. Similar adjustments shall be made automatically in the event of a
stock dividend or stock split, on a purely mathematical basis. Any
adjustment which by reason of this Section 11 is not required to be made
currently will be carried forward and taken into account in any subsequent
adjustment. In the event of any such transaction or event, the Committee
may provide in substitution for this Option such alternative consideration
as it may determine to be equitable in the circumstances and may require
in connection therewith the surrender of this Option.
12. AVAILABILITY OF COMMON SHARES. The Company shall at all times until
the expiration of the Option reserve and keep available, either in its
treasury or out of its authorized but unissued Common Shares, the full
number of Optioned Shares deliverable upon the exercise of this Option.
13. RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in
determining any benefits to which the Optionee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan
maintained by the Employer and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance
plan covering employees of the Company.
14. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the
rights of the Optionee under this Agreement without the Optionee's
consent. Notwithstanding the foregoing, this Agreement shall be amended in
such particulars as are necessary or appropriate to reflect the applicable
provisions of section 409A of the Internal Revenue Code of 1986, as
amended, in order to avoid current taxation of the grant made pursuant
hereto, and to avoid any penalty taxes imposed on noncomplying
arrangements.
15. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof
shall continue to be valid and fully enforceable.
5
16. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions
between this Agreement and the Plan, the Plan shall govern. Capitalized
terms used herein without definition shall have the meanings assigned to
them in the Plan. The Committee acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions which arise in
connection with this option or its exercise.
17. SPECIAL PROVISIONS RELATING TO INCENTIVE STOCK OPTIONS. In the event
that the aggregate fair market value (determined as of the Date of Grant,
i.e., the Option Price) of shares with respect to which incentive stock
options are exercisable for the first time by any individual during any
calendar year (under all plans of the Company and any Employer) exceeds
$100,000, such options representing such excess shall be treated as
options which are not incentive stock options, in accordance with the
rules of Section 422(d) of the Code. To the extent that the Optionee
disposes of a share received pursuant to the exercise of this Option
within two (2) years from the Date of Grant or one (1) year from the date
of exercise, it may not be treated as an incentive stock option.
Furthermore, in the event that, pursuant to the provisions of Section 6,
above, an Optionee is permitted to exercise, and does exercise, an Option
at a date later than three (3) months following termination of employment
(or one (1) year in the event of disability), said Option may not be
treated as an incentive stock option.
18. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and
assigns of the Optionee, and the successors and assigns of the Employer.
19. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Georgia,
without giving effect to the principles of conflict of laws thereof.
20. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company, marked Attention: Stock Option Administrator,
ChoicePoint Inc., Mail Drop 71-B, 1000 Alderman Drive, Alpharetta, Georgia
30005, and any notice to the Optionee shall be addressed to said Optionee
at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class registered mail, postage and fees prepaid, and addressed
as aforesaid. Any party may change the address to which notices are to be
given hereunder by written notice to the other party as herein specified
(provided that for this purpose any mailed notice shall be deemed given on
the third business day following deposit of the same in the United States
mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf and that of any Employer by which the Optionee is employed by its duly
authorized officer and Optionee has also executed this Agreement in duplicate,
as of the day and year first above written.
CHOICEPOINT, INC.
By:
__________________________
Optionee:
__________________________
_____ Incentive Stock Option Number <<OPTNO>>
SCHEDULE A
The Option shall vest as follows:
100% on third anniversary of Date of Grant.