EXHIBIT 5
ACCEL INTERNATIONAL CORPORATION 1987 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is between ACCEL
International Corporation, a Delaware corporation (the "Company"), and the
person whose name appears on the Schedule attached to this Agreement (the
"Optionee"), under the ACCEL International Corporation 1987 Stock Incentive
Plan (the "Plan").
Because of exceptional services provided by the Optionee to the
Company, the Optionee has been granted one or more Options on the terms and
conditions set forth in this Agreement and the Schedule.
SECTION 1. DEFINITIONS. Terms which are defined in the applicable
Plan will have the meaning set forth therein and the following terms will
have the following meanings when used in this Agreement:
"EXPIRATION DATE" is the earlier of (a) the last date on which any
Options may be exercised, as set forth Section 4 and in the Schedule, or
(1)) the date ten years after the date the Option was grant.
"SCHEDULE" means the schedule attached to the end of this Agreement
listing information about the Options being granted to the Optionee.
SECTION 2. OPTIONS. The Optionee is hereby granted Options to
purchase Stock as set forth and under the terms contained in the Schedule.
SECTION 3. EXERCISE OF RIGHTS.
3.1. TIMES WHEN SHARES CAN BE BOUGHT. Subject to the provisions
of the Plan, Options will become exercisable as set forth on the Schedule.
3.2. NOTICE. If the Optionee wishes to exercise any of the
Optionee's rights, the Optionee must give notice of exercise to the Company
at the Company's principal office. The Optionee must give the notice in
writing and must use a form provided by the Committee. The Optionee must
include with the notice full payment for any Stock being bought under any
Option. The notice and payment must be delivered to the Company before the
Expiration Date.
3.3. PAYMENT.
3.3.1. CONSIDERATION. Payment of the option price for any
Stock being bought under an Option must be made by certified or bank check
or by delivering to the Company certificates representing the Company's
Stock which the Optionee already owns. If the Optionee pays by delivering
Stock of the Company, the Optionee must include with the Notice of Exercise
the certificates for such Stock duly endorsed for transfer. The Company
will value the Stock delivered by the Optionee at their Fair Market Value
on the date of receipt as set forth in the Plan and, if the Fair Market
Value of the Stock delivered by the Optionee exceeds the amount required
under this Section 3.3, will return to the Optionee cash in an amount equal
to the Fair Market Value, so determined, of any fractional portion of a
share of Stock exceeding the amount required and will issue or cause to be
issued a certificate for any whole share of Stock exceeding the amount
required. The Company undertakes no responsibility with respect to
liability under Section 16 of the Securities Exchange Act of 1934, and the
Optionee agrees to take full responsibility with respect to such liability.
3.3.2. WITHHOLDING. The Optionee may not buy any Stock
under an Option unless, at the time the Optionee gives Notice of Exercise
to the Company, the Optionee includes with the notice payment by a
certified or bank check of all local, state or federal withholding taxes
due on account of buying Stock under the Option or gives other assurance of
the payment to the Company of those withholding taxes satisfactory to the
Committee.
3.4. TRANSFER. The Company shall deliver certificates made out
in the name of the Optionee for Stock bought under an Option as soon as
practicable after receiving payment for the Stock and for any taxes under
Section 3.3 and all documents required under the Plan and the Agreement.
If the Plan or any law, regulation or interpretation requires the Company
to take any action regarding the Stock before the Company issues
certificates for the Stock being bought, the Company may delay delivering
the certificates for those Stock for the period necessary to take that
action.
SECTION 4. TERMINATION.
4.1. EMPLOYEES. Unless indicated otherwise on the Schedule, all
Options granted to an Optionee who is an Employee will lapse 180 days after
the Optionee terminates employment with the Company but in no event later
than the tenth anniversary of the date of grant), except (a) if such
termination is the result of the Optionee's gross misconduct or neglect as
determined by the Committee, all Options will lapse immediately on
Termination, and (b) if the Termination is the result of the death of the
Optionee, all Options granted to the Optionee will lapse 180 days after the
death of the Optionee (but in no event later than the tenth anniversary of
the date of grant).
4.2. DIRECTORS. Unless the Schedule provides that an Option
will lapse later, all Options granted to an Optionee who is a Director but
not employed by the Company shall lapse 180 days after the Optionee's
status as a Director has terminated for any reason (but in no event later
than the tenth anniversary of the date of grant).
SECTION 5. PLAN TO GOVERN. This Agreement is made under the
provisions of the Plan and all of the provisions of the Plan are also
provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern. By signing this Agreement, the
Optionee confirms that Optionee has received a copy of the Plan.
SECTION 6. CHANGE OF CONTROL. The Optionee will become fully vested
in all Options and may immediately exercise all Options, notwithstanding
the rate of which such Options become exercisable under the Schedule, upon
the occurrence of one of the following events:
6.1. TAKEOVER. The acquisition by any person (defined for
purposes of this Agreement to mean any person within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company or an employee benefit plan created by the Company's board
of directors for the benefit of its Employees, either directly or
indirectly, of the beneficial ownership (determined under Rule 13d-3 of the
Regulations promulgated by the Securities and Exchange Commission under
Section 13(d) of the Exchange Act) of securities issued by the Company
having 50% or more of the voting power of all the voting securities issued
by the Company in the election of directors at the next meeting of the
holders of voting securities to be held for such purpose, and such person
acquired such beneficial ownership without prior consent of the Company's
board of directors.
6.2. PROXY DISPUTE. The election of a majority of the
directors, elected at any meeting of the holders voting securities of the
Company, who were not nominated for such election by the Company's board of
directors or a duly constituted committee of such board.
6.3. DISSOLUTION. The dissolution, liquidation, reorganization,
merger, or consolidation with or transfer of substantially all the assets
of the Company to another person, provided that the Company's board of
directors does not approve such dissolution, liquidation, reorganization,
merger, consolidation, or transfer.
SECTION 7. MISCELLANEOUS.
7.1. ENTIRE AGREEMENT. This Agreement and the Plan contain all
of the understandings between the Company and the Optionee concerning all
Options and payments granted under the Plan, and includes all earlier
negotiations and understanding. The Company and the Optionee have made no
promises, agreements, conditions or understandings, either orally or in
writing, that are not contained in this Agreement or the Plan.
7.2. EMPLOYMENT. By establishing the Plan, granting rights
under the Plan and entering into this Agreement, the Company does not give
the Optionee any right to continue to be employed by or associated with the
Company or to be entitled to any remuneration or benefits not set forth in
this Agreement or the Plan. This Agreement and the Plan will not interfere
with or limit the right of the Company to end the Optionee '5 employment or
association at any time.
7.3. CAPTIONS. The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience. They do not
define, limit, construe or describe the scope or intent of the provisions
of this Agreement.
7.4. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when signed by the Company and the Optionee
will be deemed an original and all of which together will be deemed the
same Agreement.
7.5. NOTICE. Any notice or communication having to do with this
Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company or the Committee, at the
principal office of the Company and, if to the Optionee, at the Optionee's
last known address on the personnel records of the Company.
7.6. AMENDMENT. This Agreement may be amended by the Company as
provided by the Plan. However, unless the Optionee consents, the Company
cannot amend this Agreement if the amendment will materially change or
impair the Optionee's rights under this Agreement and such change will not
be to the Optionee's benefit.
7.7. TRANSFER AND SUCCESSION. The Optionee may not sell, give,
transfer, encumber or assign, or use as collateral, any of the Optionee's
rights under this Agreement or the Plan other than by will or the laws of
decent and distribution. If an Option is exercisable after the Optionee's
death, the personal representative of the Optionee 5 estate shall have the
right to exercise such options subject to Section 4. Each and all of the
provisions of this Agreement are binding upon and inure to the benefit of
the Company and the Optionee and their heirs, successors and assigns.
7.8. GOVERNING LAW. This Agreement shall be governed and
construed exclusively in accordance with the law of the State of Ohio
applicable to agreements to be performed in the State of Ohio to the extent
it may apply.
IN WITNESS WHEREOF the Company and Optionee have caused this Agreement
to be signed and delivered as of the date set forth on the Schedule.
ACCEL INTERNATIONAL CORPORATION
By: /S/ R. XXX XXXXXXXXXX
Its:
OPTIONEE
/S/ XXXXX X. XXXXX
Signature
Print Name
SCHEDULE TO STOCK OPTION AGREEMENT
Dated: June 4, 1991
Between ACCEL International Corporation And:
Optionee's Name: Xxxxx X. Xxxxx
Optionee's Address: 00 Xxxx Xxxxx Xxxx
Xxxx Xxxxxxxx, XX 00000
Optionee's Social Security No.: ###-##-####
Date of Grant of Options: June 4, 1991
Date That Each Option Expires: June 3, 2001
Shares Subject Price Per
To Option Share
-------------- -----------
Nonincentive
Option: 2,000 $9.75
Vesting Schedule: Exercisable as to 50% of the
shares granted per year.
THIS SCHEDULE IS AN IMPORTANT PART OF YOUR STOCK OPTION AGREEMENT AND
SHOULD BE ATTACHED TO IT.
/S/ R. XXX XXXXXXXXXX
R. Xxx Xxxxxxxxxx, President and
Chief Executive Officer
/S/ XXXXX X. XXXXX
Xxxxx X. Xxxxx
