EXHIBIT 99.6
GAINSCO INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (this "Agreement") is
entered into between Gainsco, Inc., a Texas corporation (the
"Company"), and Xxxxx X. Xxxxxxxx (the "Optionee") this 25th day of
April, 1998 pursuant to the Employment Agreement entered into by and
between the Company and the Optionee dated effective as of April 17,
1998 (the "Employment Agreement"). Terms used herein with an initial
capital letter but not defined herein shall have the meanings ascribed
to such terms in the Employment Agreement. In consideration of the
mutual promises and covenants made herein, the parties hereby agree as
follows:
1. GRANT OF OPTION. The Company grants to the Optionee an
option (the "Option") to purchase from the Company all or any part of a
total of 579,710 shares of the Company's Common Stock, par value $.10
per share ("Common Stock"), at a purchase price of $8-5/8 per share.
2. CHARACTER OF OPTION. The Option is not an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
3. TERM. The unexercised part of the Option will expire at
11:59 PM (CST) on April 16, 2003.
4. VESTING. The Option is fully vested and exercisable in full
on the date of this Agreement.
5. PROCEDURE FOR EXERCISE. Exercise of the Option or a portion
thereof shall be effected by the Optionee's giving written notice of
exercise to the Company at its principal place of business and the
Optionee's payment of the purchase price prescribed in Section 1 above
for the shares to be acquired pursuant to the exercise.
6. PAYMENT OF PURCHASE PRICE. Payment of the purchase price
for any shares purchased pursuant to the Option shall be in cash or in
such other form of consideration as the Compensation Committee of the
Board of Directors of the Company (the "Compensation Committee") may
permit.
7. TRANSFER OF OPTIONS. The Option may not be transferred
except (i) by will or the laws of descent and distribution or (ii)
pursuant to the terms of a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, and, during the lifetime of the
Optionee, may be exercised only by the Optionee or by the Optionee's
legally authorized representative.
8. TERMINATION. The Option shall terminate on the expiration
date set forth in Section 3 above; provided, however, that in the
event of the termination of the Optionee's service as an employee of
the Company, the Option shall terminate on the following date, as
applicable:
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a. On the expiration date specified in Section 3 if
Optionee terminates his employment with the Company any time during
the period that begins on the business day before and ends at the end
of a period of twenty-four (24) months beyond the month in which such
change in control occurs;
b. On the expiration date specified in Section 3 if the
termination of Optionee's employment is effected by the Company
without Cause as specified in Section 6 of the Employment Agreement;
c. On the date that is one year after the date of
Optionee's termination of employment if such termination is on account
of the Optionee's death or Disability;
d. On the date of Optionee's termination of employment if
such termination is effected by the Company for Cause or is effected
by the Optionee (except as provided in Section 8a above with respect
to a "change in control" termination); or
e. On the expiration date specified in Section 3 in the
event of the expiration of the Employment Agreement after its initial
forty-eight month term without renewal by the parties for an
additional year pursuant to Section 3 of the Employment Agreement.
9. RESERVATION OF SHARES. The Company shall at all times
during the term of the Option reserve and keep available a sufficient
number of shares of its Common Stock to satisfy the Company's
obligation to transfer shares to the Optionee upon exercise of the
Option.
10. TAX WITHHOLDING. If the Company determines that the
issuance of shares of Common Stock to the Optionee upon his exercise
in whole or in part of the Option is subject to any federal, state, or
local tax withholding requirement, the Company shall notify the
Optionee of such requirement, and, as a condition to the issuance of
such shares, the Optionee shall pay to the Company, in cash or in any
other form of consideration the Company's Board of Directors may
permit, the amount required to be withheld.
11. COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock
shall be issued pursuant to the exercise of the Option only if the
Company determines that the issuance and delivery of the shares will
comply with all relevant provisions of state and federal law,
including without limitation the Securities Act of 1933 and the rules
and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Company's Common Stock then is listed.
The Optionee consents to the imposition of a legend upon the
certificate representing such shares restricting their transfer as
required by law or by this Agreement.
12. ANTIDILUTION. If the outstanding Common Stock is increased,
decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination,
exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split, or reverse stock split,
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an appropriate and proportionate adjustment shall be made in the
number and type of shares subject to the Option. Any such adjustment
in the Option shall be made without change in the aggregate purchase
price applicable to the unexercised portion of the Option, but with a
corresponding adjustment in the price for each share covered by the
Option. The foregoing adjustments and the manner of application of
this section shall be determined solely by the Compensation Committee.
13. AMENDMENT. This Agreement may be amended only by an
instrument in writing signed by both the Company and the Optionee.
14. MISCELLANEOUS. This Agreement will be construed and
enforced in accordance with the laws of the State of Texas and will be
binding upon and inure to the benefit of any successor or assign of
the Company and any executor, administrator, trustee, guarantor, or
other legal representative of the Optionee.
Executed as of the first day written above.
GAINSCO, INC.
By: /s/ Xxxx X. Xxxxxxx
________________________________
Chairman of the Board
/s/ Xxxxx X. Xxxxxxxx
________________________________
XXXXX X. XXXXXXXX
________________________________
Social Security Number of Optionee
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