ANNEX E
THE SEIBELS BRUCE GROUP, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purposes.
The 1995 Stock Option Plan for Non-Employee Directors (the "Plan"), is
established to attract, retain and compensate highly qualified individuals who
are not employees of The Seibels Bruce Group, Inc. (the "Company"), for service
as members of the Board of Directors ("Non- Employee Directors"), and to provide
them with an ownership interest in the Company's common stock. The Plan will be
beneficial to the Company and its stockholders by allowing these Non- Employee
Directors to have a personal financial stake in the Company through an ownership
interest in the Company's common stock, in addition to underscoring their common
interest with stockholders in increasing the value of the Company's stock over
the long term.
2. Effective Date.
The Plan shall be effective as of June 15, 1995, subject to the
approval of the Plan by the holders of at least a majority of the outstanding
shares of Company common stock present, or represented, and entitled to vote at
the next meeting of Stockholders. Grants of options may be made under the Plan
on and after its effective date, subject to stockholder approval of the Plan as
provided above. In the event such approval is not obtained, any options granted
under the Plan shall be null and void.
3. Administration of the Plan.
The Plan shall be administered by a committee appointed by the Board of
Directors and consisting of Directors who are not eligible to participate in the
Plan (the "Committee"). Subject to the provisions of the Plan, the Committee
shall be authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Committee shall have no discretion with respect to the eligibility or
selection of Non-Employee Directors to receive options under the Plan, the
number of shares of stock subject to any such options or the Plan, or the
purchase price thereunder; and provided further, that the Committee shall not
have the authority to take any action or make any determination that would
materially increase the benefits accruing to participants under the Plan. The
Committee's interpretation of the Plan, and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder, shall be
conclusive and binding upon all parties concerned including the Company, its
stockholders and persons granted options under the Plan. The Chairman of the
Board and Chief Executive Officer of the Company shall be authorized to
implement the Plan in accordance with its terms and to take or cause to be taken
such actions of a ministerial nature as shall be necessary to effectuate the
intent and purposes thereof.
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4. Participation in the Plan.
All active members of the Company's Board of Directors who are not as
of the date of any option grant employees of the Company or any of its
subsidiaries or affiliates shall be eligible to participate in the Plan.
Directors emeritus shall not be eligible to participate.
5. Non-Qualified Stock Options.
Only non-qualified stock options ("options"), may be granted under this
Plan.
6. Terms, Conditions and Form of Options.
(a) Option Grant Dates. Options to purchase 5,000 shares of Stock (as
adjusted pursuant to Section 8), shall be automatically granted on an annual
basis to each eligible Non- Employee Director on June 15th (or the first
succeeding business day thereafter on which the Company's common stock is traded
on the principal securities exchange on which it is listed) of each year,
commencing June 15, 1995.
(b) Exercise Price. The exercise price per share of stock for which
each option is exercisable shall be 100% of the fair market value per share of
common stock on the date the option is granted, which shall be the closing price
of the stock based upon its consolidated trading as generally reported for the
principal securities exchange on which the Company's common stock is listed.
(c) Exercisability and Term of Options. Each option granted under the
Plan shall become exercisable immediately. Each option granted under the Plan
shall expire ten years from the date of grant, and shall be subject to earlier
termination as hereinafter provided.
(d) Termination of Service. In the event of the termination of service
on the Board by the holder of any option, other than by reason of mandatory
retirement, permanent disability or death as set forth in paragraph (e) hereof,
the then outstanding options of such holder shall be exercisable only to the
extent that they were exercisable on the date of such termination and shall
expire six months after such termination, or on their stated expiration date,
whichever occurs first.
(e) Retirement, Disability or Death. In the event of termination of
service by reason of mandatory retirement pursuant to Board policy or permanent
disability of the holder of any option, each of the then outstanding options of
such holder will continue to become exercisable in accordance with Section 6(c)
above, but the holder shall be entitled to exercise such options, within five
years of such termination, but in no event after the expiration date of the
option. In the event of the death of the holder of any option, each of the then
outstanding options of such holder shall become immediately exercisable in full,
and shall be exercisable by the holder's legal representative at any time within
a period of five years after death, but in no event after the expiration date of
the option. However, if the holder dies within five years following termination
of service on the Board by reason of mandatory retirement or permanent
disability, such option shall be exercisable only until the later of (i) two
years after the holder's death or (ii) five years after such termination, or the
expiration date of the option, if earlier.
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(f) Payment. The option price shall be paid in cash.
7. Shares of Stock Subject to the Plan.
The shares that may be purchased pursuant to options under the Plan
shall not exceed an aggregate of 1,000,000 shares of Company common stock (as
adjusted pursuant to Section 8). Any shares subject to an option grant which for
any reason expires or is terminated unexercised as to such shares shall again be
available for issuance under the Plan.
8. Dilution and Other Adjustment.
In the event of any change in the outstanding shares of Company stock
by reason of any stock split, stock dividend, recapitalization, merger,
consolidation, combination or exchange of shares or other similar corporate
change, such equitable adjustments shall be made in the Plan and the grants
thereunder, including the exercise price of outstanding options, as the
Committee determines are necessary or appropriate, including, if necessary, any
adjustments in the maximum number of shares referred to in Section 7 of the
Plan. Such adjustment shall be conclusive and binding for all purposes of the
Plan.
9. Miscellaneous Provisions.
(a) Rights as Stockholder. A participant under the Plan shall have no
rights as a holder of Company common stock with respect to option grants
hereunder, unless and until certificates for shares of such stock are issued to
the participant.
(b) Assignment or Transfer. No options granted under the Plan or any
rights or interests therein shall be assignable or transferable by a participant
except by will or the laws of descent and distribution. During the lifetime of a
participant, options granted hereunder are exercisable only by, and payable only
to, the participant.
(c) Agreements. All options granted under the Plan shall be evidenced
by agreements in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall adopt.
(d) Compliance with Legal Regulations. During the term of the Plan and
term of any options granted under the Plan, the Company shall at all times
reserve and keep available such number of shares as may be issuable under the
Plan, and shall seek to obtain from any regulatory body having jurisdiction,
including the Secretary of State of the State of South Carolina, any requisite
authority required in the opinion of counsel for the Company in order to grant
options to
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purchase shares of Company common stock or to issue such stock pursuant thereto.
If in the opinion of counsel for the Company the transfer, issue or sale of any
shares of its stock under the Plan shall not be lawful for any reason, including
the inability of the Company to obtain from any regulatory body have
jurisdiction authority deemed by such counsel to be necessary to such transfer,
issuance or sale, the Company shall not be obligated to transfer, issue or sell
any such shares. In any event, the Company shall not be obligated to transfer,
issue or sell any shares to any participant unless a registration statement
which complies with the provisions of the Securities Act of 1933, as amended
(the "Securities Act"), is in effect at the time with respect to such shares or
other appropriate action has been taken under and pursuant to the terms and
provisions of the Securities Act, or the Company receives evidence satisfactory
to the Committee that the transfer, issuance or sale of such shares, in the
absence of an effective registration statement or other appropriate action,
would not constitute a violation of the terms and provisions of the Securities
Act. The Company's obligation to issue shares upon the exercise of any option
granted under the Plan shall in any case be subject to the Company being
satisfied that the shares purchased are being purchased for investment and not
with a view to the distribution thereof, if at the time of such exercise a
resale of such shares would otherwise violate the Securities Act in the absence
of an effective registration statement relating to such shares.
(e) Costs and Expenses. The costs and expenses of administering the
Plan shall be borne by the Company and not charged to any option or to any
Non-Employee Director receiving an option.
10. Amendment and Termination of the Plan.
(a) Amendments. The Committee may from time to time amend the Plan in
whole or in part; provided, that no such action shall adversely affect any
rights or obligations with respect to any options theretofore granted under the
Plan, and provided further, that the provisions of Sections 4 and 6 hereof may
not be amended more than once every six months, other than to comport with
change in the Internal Revenue Code or regulations thereunder.
Unless the holders of at least a majority of the outstanding shares of
Company common stock present, or represented, and entitled to vote at a meeting
of stockholders shall have first approved thereof, no amendment of the Plan
shall be effective which would (i) increase the maximum number of shares
referred to in Section 7 of the Plan or the number of shares subject to options
that may be granted pursuant to section 6(a) of the Plan to any one Non-Employee
Director or (ii) extend the maximum period during which options may be granted
under the Plan.
With the consent of the Non-Employee Director affected, the Committee
may amend outstanding agreements evidencing options under the Plan in a manner
not inconsistent with the terms of the Plan.
(b) Termination. The Committee may terminate the Plan (but not any
options theretofore granted under the Plan) at any time. The Plan (but not any
options theretofore granted under the Plan) shall in any event terminate on, and
no options shall be granted after, December 31, 2004.
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11. Compliance with SEC Regulations.
It is the Company's intent that the Plan comply in all respects with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and any related regulations. If any provision of this Plan is later found
not to be in compliance with such Rule and regulations, the provision shall be
deemed null and void. All grants and exercises of options under this Plan shall
be executed in accordance with the requirements of Section 16 of the Exchange
Act and regulations promulgated thereunder.
12. Governing Law.
The validity and construction of the Plan and any agreements entered
into thereunder shall be governed by the laws of the State of South Carolina.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this ___ day of _____, 1996.
THE SEIBELS BRUCE GROUP, INC.
By:________________________________
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