Exhibit 10.26
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE XXXXXXX AMERICAN CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
IF THIS STOCK OPTION IS GRANTED IN TANDEM WITH STOCK APPRECIATION
RIGHTS, THEN, UPON THE EXERCISE OF ANY OF SUCH STOCK APPRECIATION
RIGHTS, AN EQUAL NUMBER OF OPTION SHARES SHALL AUTOMATICALLY TERMINATE
AND SHALL NO LONGER BE EXERCISABLE.
Check box if granted in tandem with SAR's . . . . [ ]
Name of Optionee:
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No. of Option Shares:
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Option Exercise Price per Share: $
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Grant Date:
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Expiration Date:
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Pursuant to the Xxxxxxx American Corporation 1998 Stock Option and
Incentive Plan (the "Plan") as amended through the date hereof, Xxxxxxx American
Corporation (the "Company") hereby grants to the Optionee named above an option
(the "Stock Option") to purchase on or prior to the Expiration Date specified
above all or part of the number of shares of Common Stock, par value $ per
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share (the "Stock") of the Company specified above at the Option Exercise Price
per Share specified above subject to the terms and conditions set forth herein
and in the Plan.
1. Vesting Schedule. No portion of this Stock Option may be exercised
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until such portion shall have vested. Except as set forth below, and subject to
the discretion of the Committee (as defined in Section 2 of the Plan) to
accelerate the vesting schedule hereunder, this Stock Option shall be vested and
exercisable with respect to the following number of Option Shares on the dates
indicated:
Number of
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Option Shares Exercisable* Vesting Date
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( %)
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( %)
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( %)
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( %)
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( %)
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*Max of $100,000 per yr.
In the event of a Change of Control of the Company as defined in Section
17 of the Plan, this Stock Option shall become immediately vested and
exercisable in full, whether or not this Stock Option or any portion hereof is
vested and exercisable at such time. Once vested, this Stock Option shall
continue to be exercisable at any time or times prior to the close of business
on the Expiration Date, subject to the provisions hereof and of the Plan.
2. Manner of Exercise.
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(a) The Optionee may exercise this Option only in the following
manner: from time to time on or prior to the Expiration Date of this Option, the
Optionee may give written notice to the Committee of his or her election to
purchase some or all of the vested Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Committee; (ii) in the form of shares of Stock that
are not then subject to restrictions under any Company plan and that have been
held by the Optionee for at least six months; (iii) by the Optionee delivering
to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the option purchase price, provided
that in the event the Optionee chooses to pay the option purchase price as so
provided, the Optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements as the Committee
shall prescribe as a condition of such payment procedure; or (iv) a combination
of (i), (ii) and (iii) above. Payment instruments will be received subject to
collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and
regulations.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Committee with all requirements under applicable laws or
regulations in connection with such issuance and with the requirements hereof
and of the Plan. The determination of the
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Committee as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any shares of Stock subject to this Stock Option
unless and until this Stock Option shall have been exercised pursuant to the
terms hereof, the Company shall have issued and delivered the shares to the
Optionee, and the Optionee's name shall have been entered as the stockholder of
record on the books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such shares of
Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
3. Termination of Employment. If the Optionee's employment by the
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Company or a Subsidiary (as defined in the Plan) is terminated, the period
within which to exercise the Option may be subject to earlier termination as set
forth below.
(a) Termination Due to Death. If the Optionee's employment terminates
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by reason of death, any Option held by the Optionee shall become fully
exercisable and may thereafter be exercised by the Optionee's legal
representative or legatee for a period of 12 months from the date of death or
until the Expiration Date, if earlier.
(b) Termination Due to Disability. If the Optionee's employment
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terminates by reason of Disability (as defined in the Plan), any Option held by
the Optionee shall become fully exercisable and may thereafter be exercised by
the Optionee for a period of 12 months from the date of termination or until the
Expiration Date, if earlier. The death of the Optionee during the 12-month
period provided in this Section 3(b) shall extend such period for another 12
months from the date of death or until the Expiration Date, if earlier.
(c) Termination for Cause. If the Optionee's employment terminates
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for Cause (as defined in the Plan), any Option held by the Optionee shall
terminate immediately and be of no further force and effect.
(d) Other Termination. If the Optionee's employment terminates for
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any reason other than death, Disability, or Cause, and unless otherwise
determined by the Committee, any Option held by the Optionee may be exercised,
to the extent exercisable on the date of termination, for a period of three
months from the date of termination or until the Expiration Date, if earlier.
Any Option that is not exercisable at such time shall terminate immediately and
be of no further force or effect.
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The Committee's determination of the reason for termination of the Optionee's
employment shall be conclusive and binding on the Optionee and his or her
representatives or legatees.
4. Incorporation of Plan. Notwithstanding anything herein to the
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contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
5. Transferability. This Agreement is personal to the Optionee, is non-
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assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. Status of the Stock Option. This Stock Option is intended to qualify
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as an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), but the Company does not represent or warrant
that this Option qualifies as such. The Optionee should consult with his or her
own tax advisors regarding the tax effects of this Option and the requirements
necessary to obtain favorable income tax treatment under Section 422 of the
Code, including, but not limited to, holding period requirements. If the
Optionee intends to dispose or does dispose (whether by sale, gift, transfer or
otherwise) of any Option Shares within the one-year period beginning on the date
after the transfer of such shares to him or her, or within the two-year period
beginning on the day after the grant of this Stock Option, he or she will notify
the Company within 30 days after such disposition.
7. Miscellaneous.
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(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any Subsidiary.
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(c) Pursuant to Section 15 of the Plan, the Committee may at any time
amend or cancel any outstanding portion of this Stock Option, but no such action
may be taken which adversely affects the Optionee's rights under this Agreement
without the Optionee's consent.
XXXXXXX AMERICAN CORPORATION
By:
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Name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's name and address:
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