SANDERS MORRIS HARRIS GROUP NONSTATUTORY STOCK OPTION Optionee: __________________
Exhibit
10.03
XXXXXXX
XXXXXX XXXXXX GROUP
Optionee:
__________________
1. Grant
of Stock Option.
As of
the Grant
Date (identified
on Section
18 below),
XXXXXXX XXXXXX XXXXXX GROUP, a Texas corporation (the “Company”),
hereby grants a Nonstatutory Stock Option (the “Option”)
to the
Optionee
(identified above), a director of the Company, to purchase the number of shares
of the Company’s common stock, $.01 par value per share (the “Common
Stock”)
identified in Section
18
below
(the “Shares”),
subject to the terms and conditions of this agreement (the “Agreement”)
and
the XXXXXXX XXXXXX XXXXXX GROUP 1998 Incentive Plan (the “Plan
formerly
known as the Pinnacle Global Group Plan”) which is hereby incorporated herein in
its entirety by reference. The Shares, when issued to Optionee upon the exercise
of the Option, shall be fully paid and nonassessable. The Option is not an
“incentive stock option” as defined in Section 422 of the Internal Revenue
Code.
2.
Definitions. All
capitalized terms used herein shall have the meanings set forth in the Plan
unless otherwise provided herein. Section
18
below
sets forth meanings for various capitalized terms used in this
Agreement.
3. Option
Term.
The
Option shall commence on the Grant Date (identified in Section
18
below)
and terminate on the date immediately prior to the _______ anniversary of the
Grant Date. The period during which the Option is in effect and may be exercised
is referred to herein as the “Option
Period”.
4.
Option
Price.
The
Option Price per Share is identified in Section
18
below.
5.
Vesting.
The
total number of Shares subject to this Option shall vest in accordance with
the
Vesting
Schedule
(identified in Section
18
below).
The Shares may be purchased at any time after they become vested, in whole
or in
part, during the Option Period; provided, however, the Option may only be
exercisable to acquire whole Shares. The right of exercise provided herein
shall
be cumulative so that if the Option is not exercised to the maximum extent
permissible after vesting, the vested portion of the Option shall be
exercisable, in whole or in part, at any time during the Option Period.
6. Method
of Exercise.
The
Option is exercisable by delivery of a written notice to the Secretary of the
Company, signed by the Optionee, specifying the number of Shares to be acquired
on, and the effective date of, such exercise. The Optionee may withdraw notice
of exercise of this Option, in writing, at any time prior to the close of
business on the business day preceding the proposed exercise date.
7. Method
of Payment.
The
Option Price upon exercise of the Option shall be payable to the Company in
full
either: (i) in cash or its equivalent, or (ii) subject to prior approval by
the
Committee in its discretion, by tendering previously acquired Shares having
an
aggregate Fair Market Value (as defined in the Plan) at the time of exercise
equal to the total Option Price (provided that the Shares must have been held
by
the Optionee for at least six (6) months prior to their tender to satisfy the
Option Price), or (iii) subject to prior approval by the Committee in its
discretion, by withholding Shares which otherwise would be acquired on exercise
having an aggregate Fair Market Value at the time of exercise equal to the
total
Option Price, or (iv) subject to prior approval by the Committee in its
discretion, by a combination of (i), (ii), and (iii) above. Any payment in
shares of Common Stock shall be effected by the delivery of such shares to
the
Secretary of the Company, duly endorsed in blank or accompanied by stock powers
duly executed in blank, together with any other documents as the Secretary
may
require. If the payment of the Option Price is remitted partly in Shares, the
balance of the payment of the Option Price shall be paid in cash, certified
check, bank cashiers’ check, or by wire transfer.
The
Committee, in its discretion, may allow (i) a “cashless exercise” as permitted
under Federal Reserve Board’s Regulation T, 12 CFR Part 220 (or its successor),
and subject to applicable securities law restrictions and tax withholdings,
or
(ii) any other means of exercise which the Committee, in its discretion,
determines to be consistent with the Plan’s purpose and applicable
law.
As
soon
as practicable after receipt of a written notification of exercise and full
payment, the Company shall deliver to or on behalf of the Optionee, in the
name
of the Optionee or other appropriate recipient, Share certificates for the
number of Shares purchased under the Option. Such delivery shall be effected
for
all purposes when a stock transfer agent of the Company shall have deposited
such certificates in the United States mail, addressed to Optionee or other
appropriate recipient.
8.
Restrictions
on Exercise.
The
Option may not be exercised if the issuance of such Shares or the method of
payment of the consideration for such Shares would constitute a violation of
any
applicable federal or state securities or other laws or regulations, including
any rule under Part 207 or Title 12 of the Code of Federal Regulations
(“Regulation G”) as promulgated by the Federal Reserve Board, or any rules or
regulations of any stock exchange on which the Common Stock may be listed.
9. Termination
of Employment.
Voluntary or involuntary termination of Employment shall affect Optionee’s
rights under the Option as follows:
(a)
Termination
for Cause.
The
vested and non-vested portions of the Option shall expire on 12:01 a.m. (CDT)
on
the date of termination of Employment and shall not be exercisable to any extent
if Optionee’s Employment is terminated for Cause (as defined in the Plan at the
time of such termination of Employment).
(b)
Retirement.
If
Optionee’s Employment is terminated for Retirement on or after Optionee attains
the age of 65, then (i) the non-vested portion of the Option shall immediately
expire on the termination date and (ii) the vested portion of the Option shall
expire to the extent not exercised within 183 calendar days after that date
of
such termination of Employment. In no event may the Option be exercised by
anyone after the earlier of (i) the expiration of the Option Period or (ii)
183
calendar days after the date of termination of Employment due to
Retirement.
(c) Death
or Disability.
If
Optionee’s Employment is terminated by death or Disability (as defined in the
Plan at the time of such termination of Employment), then (i) the non-vested
portion of the Option shall immediately expire on the date of termination of
Employment and (ii) the vested portion of the Option shall expire 365 calendar
days after the date of such termination of Employment to the extent not
exercised by Optionee or, in the case of death, by the person or persons to
whom
Optionee’s rights under the Option have passed by will or by the laws of descent
and distribution or, in the case of Disability, by Optionee or Optionee’s legal
representative. In no event may the Option be exercised by anyone after the
earlier of (i) the expiration of the Option Period or (ii) 365 days after the
date of Optionee’s death or termination of Employment due to
Disability.
(d) Other
Involuntary Termination or Voluntary Termination.
If
Optionee’s Employment is terminated for any reason other than for Cause,
Retirement, Death or Disability, then (i) the non-vested portion of the Option
shall immediately expire on the termination date and (ii) the vested portion
of
the Option shall expire to the extent not exercised within 90 calendar days
after the date of such termination of Employment. In no event may the Option
be
exercised by anyone after the earlier of (i) the expiration of the Option Period
or (ii) 90 calendar days after the date of termination of Employment.
10.
Independent
Legal and Tax Advice.
Optionee
acknowledges that the Company has advised Optionee to obtain independent legal
and tax advice regarding the grant and exercise of the Option and the
disposition of any Shares acquired thereby.
11. Reorganization
of Company.
The
existence of the Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in Company’s capital
structure or its business, or any merger or consolidation of the Company, or
any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution of liquidation
of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporation act or proceeding, whether of a similar
character or otherwise.
In
the
event of a “Change in Control” of the Company (as defined in the Plan at the
time of such event), vesting of the Option shall be accelerated and the Option
shall automatically become 100% vested as of the Change in Control date.
12. Adjustments
of Shares. In
the
event of stock dividends, spin-offs or assets or other extraordinary dividends,
stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of rights or warrants
and similar transactions or events involving Company, appropriate adjustments
shall be made to the terms and provisions of the Option as provided in the
Plan.
13. No
Rights in Shares.
Optionee
shall have no rights as a stockholder in respect of the Shares until the
Optionee becomes the record holder of such Shares.
14. Investment
Representation. Optionee
will enter into such written representations, warranties and agreements as
Company may reasonably request in order to comply with any federal or state
securities law. Moreover, any stock certificate for any Shares issued to
Optionee hereunder may contain a legend restricting their transferability as
determined by the Company in its discretion. Optionee agrees that Company shall
not be obligated to take any affirmative action in order to cause the issuance
or transfer of Shares hereunder to comply with any law, rule or regulation
that
applies to the Shares subject to the Option.
15. No
Guarantee of Employment. The
Option shall not confer upon Optionee any right to continued employment with
the
Company or any subsidiary thereof.
16. Withholding
of Taxes.
The
Company shall have the right to (a) make deductions from the number of Shares
otherwise deliverable upon exercise of the Option in an amount sufficient to
satisfy withholding of any federal, state or local taxes required by law, or
(b)
take such other action as may be necessary or appropriate to satisfy any such
tax withholding obligations.
17. General.
(a)
Notices.
All
notices under this Agreement shall be mailed or delivered by hand to the parties
at their respective addresses set forth beneath their signatures below or at
such other address as may be designated in writing by either of the parties
to
one another. Notices shall be effective upon receipt.
(b)
Shares
Reserved.
The
Company shall at all times during the Option Period reserve and keep available
under the Plan such number of Shares as shall be sufficient to satisfy the
requirements of this Option.
(c) Nontransferability
of Option.
The
Option granted pursuant to this Agreement is not transferable other than by
will
or by the laws of descent and distribution. The Option will be exercisable
during Optionee’s lifetime only by Optionee or by Optionee’s legal
representative in the event of Optionee’s Disability. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities, obligations or torts of Optionee.
(d) Amendment
and Termination.
No
amendment, modification or termination of the Option or this Agreement shall
be
made at any time without the written consent of Optionee and Company.
(e)
No
Guarantee of Tax Consequences.
The
Company and the Committee make no commitment or guarantee that any federal
or
state tax treatment will apply or be available to any person eligible for
benefits under the Option. The Optionee has been advised and been provided
the
opportunity to obtain independent legal and tax advice regarding the grant
and
exercise of the Option and the disposition of any Shares acquired
thereby.
(f)
Severability.
In the
event that any provision of this Agreement shall be held illegal, invalid,
or
unenforceable for any reason, such provision shall be fully severable, but
shall
not affect the remaining provisions of the Agreement, and the Agreement shall
be
construed and enforced as if the illegal, invalid, or unenforceable provision
had not been included herein.
(g)
Supersedes
Prior Agreements.
This
Agreement shall supersede and replace all prior agreements and understandings,
oral or written, between the Company and the Optionee regarding the grant of
the
Options covered hereby.
(h)
Governing
Law.
The
Option shall be construed in accordance with the laws of the State of Texas
without regard to its conflict of law provisions, to the extent federal law
does
not supersede and preempt Texas law.
18. Definitions
and Other Terms. The
following capitalized terms shall have those meanings set forth opposite
them:
(a) Optionee:
_____________
(b) Grant
Date:
_____________
(c) Shares: __________
Shares of the Company’s Common Stock
(d) Option
Price:
__________
per Share.
(e) Option
Period:
____________
through __________
(f) Vesting
Schedule:
| Date |
Options
Vesting
|
| _______ | _______ |
| _______ | _______ |
[Signature
page follows.]
IN
WITNESS WHEREOF,
the
Company as of _______, 200_, has caused this Agreement to be executed on its
behalf by its duly authorized officer and Optionee has hereunto executed this
Agreement as of the same date.
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XXXXXXX
XXXXXX XXXXXX GROUP
By:
___________________________________
Xxx
X. Xxxxxx,
Chief
Executive Officer
Address
for Notices:
XXXXXXX
XXXXXX XXXXXX GROUP
000
Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
Attention:
Corporate Secretary
OPTIONEE
_______________________________________
Printed
name: ___________________________
|
