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EXHIBIT 10.3
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ARTICLE 1:
1. GENERAL:
1.1. PURPOSE. The purpose of the Insurance Management Solutions Group, Inc.
Non-Employee Directors' Stock Option Plan is to secure for Insurance
Management Solutions Group, Inc. and its stockholders the benefits of
the incentive inherent in increased common stock ownership by the
members of the Board of Directors of the Company who are not employees
of the Company or any of its Subsidiaries.
1.2. MAXIMUM NUMBER OF SHARES. The maximum number of shares of Common Stock
that may be issued under the Plan is 200,000, subject to adjustment as
provided in Section 3.1 below. The Common Stock to be issued may be
either authorized and unissued shares or issued shares acquired by the
Company. In the event that Options granted under the Plan shall
terminate or expire without being exercised in whole or in part, new
Options may be granted covering the shares not purchased under such
lapsed Options.
1.3. DEFINITIONS. The following words and terms as used herein shall have
that meaning set forth therefor in this Section 1.3 unless a different
meaning is clearly required by the context. Whenever appropriate, words
used in the singular shall be deemed to include the plural and vice
versa, and the masculine gender shall be deemed to include the feminine
gender.
1.3.1. "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.
1.3.2. "Committee" is defined in Section 1.4.
1.3.3. "Common Stock" shall mean the common stock of the Company.
1.3.4. "Company" shall mean Insurance Management Solutions Group,
Inc., a Florida corporation, and any successor.
1.3.5. "Effective Date" is defined in Section 3.9.
1.3.6. "Fair Market Value" of the shares of Common Stock shall mean
the closing price on the date in question (or, if no shares
are traded on such day, on the next preceding day on which
shares were traded) of the Common Stock on the principal
securities exchange in the United States on which such stock
is listed, or if such stock is not listed on a securities
exchange in the United States, the closing price on such day
in the over-the-counter market as reported by the National
Association of Security Dealers Automated Quotation System
(NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ,
the fair market value of such stock as determined by the
Committee in good faith and based on all relevant factors.
1.3.7. "NSO" shall mean a nonqualified stock option granted in
accordance with the provisions of Article 2 of this Plan.
1.3.8. "Non-Employee Director" shall mean a member of the Board of
Directors of the Company who is not an employee of the Company
or any Subsidiary.
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2.
1.3.9. "Option" shall mean an NSO.
1.3.10. "Optionee" shall mean a Non-Employee Director to whom an
Option is granted under the Plan.
1.3.11. "Plan" shall mean the Insurance Management Solutions Group,
Inc. Non-Employee Directors' Stock Option Plan, as set forth
herein and as amended from time to time.
1.3.12. "Subsidiary" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition
of "subsidiary corporation" contained in Section 424(f) of the
Internal Revenue Code of 1986, as amended.
1.4. ADMINISTRATION. This Plan is intended to be administered pursuant to a
formula and, accordingly, is intended to be self governing. To the
extent that any questions of interpretation arise, these questions
shall be resolved by the Board.
1.5. ELIGIBILITY REQUIREMENTS. Each Non-Employee Director shall be eligible
to receive Options in accordance with Article 2 below. The adoption of
this Plan shall not be deemed to give any director any right to be
granted options to purchase Common Stock of the Company, except to the
extent and upon such terms and conditions as set forth in this Plan.
ARTICLE 2:
2. TERMS AND CONDITIONS OF OPTIONS:
2.1. GRANT. Options granted under the Plan shall be evidenced by an
agreement in such form as the Committee shall prescribe from time to
time in accordance with the Plan and shall comply with the terms and
conditions set forth under this Article 2. The date of the Annual
Meeting of Stockholders or the date of a regularly scheduled quarterly
meeting Board meeting, whichever is applicable, shall be the date of
grant of the Options.
2.2. NUMBER OF SHARES. As of the date of the Annual Meeting of Stockholders
of the Company, each Non-Employee Director who is then elected,
reelected or who is continuing as a member of the Board after the
adjournment of the Annual Meeting shall be granted an Option for 800
shares of Common Stock. In
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addition, as of the date of each regularly scheduled quarterly meeting
of the Board of Directors, other than the Annual Meeting, each
Non-Employee Director who is then elected, reelected or who is
continuing as a member of the Board after the adjournment of the
meeting shall be granted an Option for 400 shares of Common Stock.
Notwithstanding the foregoing, if a Non-Employee Director is absent
from a meeting, arrives late for a meeting or leaves a meeting early,
then the Chairman of the Board, in his absolute discretion, may reduce
by one-half the number of shares of Common Stock that such Non-Employee
Director would have been granted under this Section 2.2 had he or she
not been absent, arrived late or left early.
2.3. OPTION PRICE. The Option exercise price shall be the Fair Market Value
of the Common Stock on the date of the grant of the Option.
2.4. METHOD OF EXERCISE. An Option may be exercised by a Non-Employee
Director during such time as may be permitted by the Option and the
Plan by providing written notice to the Committee and tendering the
purchase price in accordance with the provisions of Section 2.5, and
complying with any other exercise requirements contained in the Option
or promulgated from time to time by the Committee.
2.5. METHOD OF PAYMENT. Each Option shall state the method of payment of the
Option price upon the exercise of the Option. The method of payment
stated in the Option shall include payment (a) in United States dollars
in cash or by check, bank draft or money order payable to the order of
the Company, (b) in the discretion of and in the manner determined by
the Committee, by the delivery of shares of Common Stock already owned
by the Optionee, (c) by any other legally permissible means acceptable
to the Committee at the time of the grant of the Option (including
cashless exercise as permitted under the Federal Reserve Board's
Regulation T, subject to applicable legal restrictions), or (d) in the
discretion of the Committee, through a combination of (a), (b) and (c)
of this Section 2.5. If the option price is paid in whole or in part
through the delivery of shares of Common Stock, the decision of the
Committee with respect to the Fair Market Value of such shares shall be
final and conclusive
2.6. TERM AND EXERCISE OF OPTIONS.
2.6.1.1. One hundred percent (100%) of the total number of shares of
Common Stock covered by the Option shall become exercisable as
of the date of the grant of the Option and, subject to the
provisions of Section 2.7, shall be exercisable by the
Non-Employee Director for a period of six (6) years from the
date of grant. Not less than one hundred (100) shares may be
exercised at any one time unless the number exercised is the
total number at the time exercisable under the Option.
2.6.1.2. No Option or any part of an Option shall be exercisable unless
written notice of the exercise is delivered to the Company
specifying the number of shares to be purchased and payment in
full is made for the shares of Common Stock being acquired
thereunder at the time of exercise prior to the expiration of
the Option.
2.7. DEATH OR OTHER TERMINATION OF POSITION AS A DIRECTOR. Notwithstanding
the provisions of Section 2.6 above.
2.7.1.1. In the event that a Non-Employee Director (a) is removed as a
director for dishonesty or violation of his or her fiduciary
duty to the Company, (b) voluntarily resigns under or followed
by such circumstances as would constitute a violation of his
or her fiduciary duty to the Company, or (c) the Company
discovers that he or she has committed an act of dishonesty
not discovered by the Company prior to the cessation of his or
her services as a Non-Employee Director that would have
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resulted in his or her removal if discovered prior to such
date, then forthwith from the happening of any such event, any
Option then held by him or her shall terminate and become void
to the extent that it then remains unexercised.
2.7.1.2. If a person shall cease to be a Non-Employee Director for any
reason other than one or more of the reasons set forth in
section 2.7.1, such person, or in the case of death, the
executors, administrators or distributees, as the case may be,
may, within six months after such person ceases to be a
Non-Employee Director (unless the option expires under section
2.6.1 prior to the expiration of six months), exercise the
Option with respect to any shares of Common Stock as to which
such person has not exercised the Option on the date the
person ceased to be such a Non-Employee Director.
2.7.1.3. In the event any Option is exercised by the executors,
administrators, legatees or distributees of the estate of a
deceased Optionee, the Company shall be under no obligation to
issue Common Stock thereunder unless and until the Company is
satisfied that the person or persons exercising the Option are
the duly appointed legal representatives of the deceased
Optionee's estate or the proper legatees or distributees
thereof.
2.8. TRANSFERABILITY OF OPTIONS. The Option shall not be transferable by the
Optionee otherwise than by will or the laws of descent and
distribution, and shall be exercisable during his lifetime only by him.
2.9. DELIVERY OF CERTIFICATES REPRESENTING SHARES. As soon as practicable
after the exercise of an Option, the Company shall deliver, or cause to
be delivered, to the Non-Employee Director exercising the Option, a
certificate or certificates representing the shares of Common Stock
purchased upon the exercise. Certificates representing shares of Common
Stock to be delivered to a Non-Employee Director shall be registered in
the name of such director.
2.10. RIGHTS AS A STOCKHOLDER. A Non-Employee Director shall have no rights
as a stockholder with respect to any shares of Common Stock covered by
his or her Option until the date on which he or she becomes a record
owner of the shares purchased upon the exercise of the Option (the
"record ownership date"). No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other
property), distributions, or other rights for which the record date is
prior to the record ownership date.
ARTICLE 3:
3. MISCELLANEOUS
3.1. STOCK ADJUSTMENTS.
3.1.1. In the event of any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split or
other division or consolidation of shares or the payment of a
stock dividend (but only on Common Stock) or any other
increase or decrease in the number of such shares effected
without any receipt of consideration by the Company, then, in
any such event, the number of shares of Common Stock that
remain available under the Plan, the number of shares of
Common Stock covered by each outstanding Option, and the
purchase price per share of Common Stock covered by each
outstanding Option shall be proportionately and appropriately
adjusted for any such increase or decrease.
3.1.2. Subject to any required action by the stockholders, if any
change occurs in the shares of Common Stock by reason of any
recapitalization, reorganization, merger, consolidation,
split-up,
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combination or exchange of shares, or of any similar change
affecting the shares of Common Stock, then, in any such event,
the number and type of shares covered by each outstanding
Option, and the purchase price per share of Common Stock
covered by each outstanding Option, shall be proportionately
and appropriately adjusted for any such change. A dissolution
or liquidation of the Company shall cause each outstanding
Option to terminate.
3.1.3. In the event of a change in the Common Stock as presently
constituted that is limited to a change of all of its
authorized shares with par value into the same number of
shares with a different par value or without par value, the
shares resulting from any change shall be deemed to be shares
of Common Stock within the meaning of the Plan.
3.1.4. To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made
by, and in the discretion of, the Committee, whose
determination in that respect shall be final, binding and
conclusive. Except as hereinabove expressly provided in this
Section 3.1, a Non-Employee Director shall have no rights by
reason of any division or consolidation of shares of stock of
any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any
class or by reason of any dissolution, liquidation, merger or
consolidation, or spin-off of assets or stock of another
corporation; and any issuance by the Company of shares of
stock of any class, securities convertible into shares of
stock of any class, or warrants or options for shares of stock
of any class shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of
shares of Common Stock subject to the Option.
3.1.5. The existence of the Plan and the grant of any Option pursuant
to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business
structure or to merge or to consolidate, or to dissolve, to
liquidate, to sell, or to transfer all or any part of its
business or assets.
3.2. LISTING AND REGISTRATION OF COMMON STOCK. Each Option shall be subject
to the requirement that if at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of
the shares of Common Stock covered thereby upon any securities exchange
or under any state or federal laws, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Option or the issuance
or purchase of shares thereunder, such Option may not be exercised
unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Committee. Notwithstanding anything in the Plan
to the contrary, if the provisions of this Section 3.2 become
operative, and if, as a result thereof, the exercise of an Option is
delayed, then and in that event, the term of the Option shall not be
affected. Notwithstanding the foregoing, or any other provisions in the
Plan, the Company shall have no obligation under the Plan to cause any
share of Common Stock to be registered or qualified under any federal
or state law, or listed on any stock exchange or admitted to any
national market system.
3.3. TERM OF THE PLAN. The Plan shall terminate upon the earlier of (a) the
adoption of a resolution of the Board terminating the Plan or (b) ten
years from the Effective Date.
3.4. AMENDMENT OF THE PLAN; TERMINATION. The Board may, insofar as permitted
by law, from time to time, with respect to any shares of Common Stock
at the time not subject to Options, suspend, discontinue or terminate
the Plan or revise or amend it in any respect whatsoever.
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6.
3.5. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to Options will be used for general
corporate purposes.
3.6. NO OBLIGATION TO EXERCISE. The granting of any Option under the Plan
shall impose no obligation upon any Optionee to exercise such Option.
3.7. NO IMPLIED RIGHTS TO DIRECTORS. Except as expressly provided for in the
Plan, no Non-Employee Director or other person shall have any claim or
right to be granted an Option under the Plan. Neither the Plan, nor any
action taken hereunder, shall be construed as giving any Non-Employee
Director any right to be retained as a Director or in any other
capacity.
3.8. WITHHOLDING.
3.8.1. The Company shall have the power to withhold, or require a
Participant to remit to the Company, an amount sufficient to
satisfy any federal, state or local withholding or other tax
due from the Company with respect to any amount payable and/or
shares issuable under the Plan, and the Company may defer such
payment or issuance unless indemnified to its satisfaction.
Whenever under the Plan payments are to be made in cash, such
payments shall be made net of an amount sufficient to satisfy
any federal, state or local withholding tax liability.
3.8.2. Subject to the consent of the Committee, with respect to the
exercise of an Option, a Participant may make an irrevocable
election (an "Election") to (A) have shares of Common Stock
otherwise issuable withheld, or (B) tender back to the Company
shares of Common Stock received, or (C) deliver back to the
Company previously acquired shares of Common Stock having a
Fair Market Value sufficient to satisfy all or part of the
Participant's estimated tax obligations associated with the
transaction. Such Election must be made by a Participant prior
to the date on which the relevant tax obligation arises. The
Committee may disapprove of any Election, may suspend or
terminate the right to make Elections, or may provide with
respect to any Award under this Plan that the right to make
Elections shall not apply to such Awards.
3.9. CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall become
effective upon the satisfaction of all the following
conditions, with the Effective Date of the Plan being the date
that the last such condition is satisfied:
3.9.1. the adoption of the Plan by the Board of Directors; and
3.9.2. the effectiveness of the Company's Registration Statement on
Form S-1 relating to the Company's initial public offering, as
filed with the SEC (File No.___________).]