NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS AGREEMENT, made this 30th day of November, 1995,
between Meridian Insurance Group, Inc., with its principal office
at Indianapolis, Indiana, (hereinafter called the "Corporation")
and __________ residing at _____________, Indianaplis, Indiana,
_______, (hereinafter called the "Employee").
WITNESSETH THAT:
WHEREAS, the directors of the Corporation adopted the 1987
Employee Incentive Stock Plan (the "Plan") on January 21, 1987,
and the shareholders of the Corporation approved the Plan at
their meeting held on January 21, 1987; and
WHEREAS, the Employee has been designated, in accordance
with the terms of the Plan, as a key employee to whom an Option
to purchase shares of the Corporation is to be granted;
NOW, THEREFORE, it is mutually agreed as follows:
1. The Corporation hereby grants to the Employee, on the
terms and conditions hereinafter set forth, an Option to purchase
all or any part of 1,000 shares of the Corporation's common
shares at a price of $15.28 per share. This Option is for all
purposes pursuant and subject to the provisions of the Plan, and
the Employee agrees to be bound by the rules and regulations for
the administration of the Plan as presently prescribed or
hereafter amended, and by any amendment, construction or
interpretation of the Plan adopted by the Board of Directors of
the Corporation.
2. The right to purchase the shares subject to this Option
shall accrue on the following dates provided the Employee is
employed by the Corporation, its parent, subsidiaries or
affiliates on such dates: 50 percent on November 30, 1996, and 50
percent on
November 30, 1997. No part of the Option shall lapse by reason
of any omission to exercise the Option or any part thereof prior
to November 30, 2005.
3. This Option may be exercised only by written notice to
the Corporation specifying the number of shares in respect of
which the Option is being exercised and by payment to the
Corporation in cash of the full purchase price for the shares so
specified, or, at the option of the Employee, the purchase price
may be paid in whole or in part through the transfer to the
Corporation of shares of Meridian Stock previously acquired by
the Employee.
4. The Corporation shall take any action required by law
and applicable regulations, including the Indiana Securities Act
and the rules and regulations of the Indiana Securities Division,
to authorize the issuance and delivery of any shares covered by
this Option. Upon completion of such action and the receipt of
payment for the shares in respect of which this Option is
exercised, the Corporation shall deliver to the Employee or his
duly authorized representatives, certificates for such shares,
which shares shall be fully paid and non-assessable.
5. (a) If prior to the delivery by the Corporation of all of
the shares covered by this Option, there shall be any increase or
decrease in the number of issued shares of the Corporation
resulting from a subdivision or consolidation of shares or any
other capital adjustment, the payment of a share dividend, or
other increase or decrease in the shares of the Corporation
effected without receipt of consideration, there shall be a
proportionate and equitable adjustment of the terms of this
Option with respect to the amount and class of shares remaining
subject to the Option and the purchase price to be paid therefor,
as determined by the Board of Directors or their designated
Committee.
(b) In the event that, prior to the delivery by the
Corporation of all of the shares covered by this Option, there
shall be a capital reorganization or reclassification of the
Corporation resulting in a substitution of other shares for
common shares, there shall be substituted for the shares of the
Corporation the number of substitute shares which would have been
issued in exchange for the common shares then remaining under the
Option if such common shares had been then issued and
outstanding.
(c) If the Corporation shall enter into any agreement
providing for the merger or consolidation of the Corporation with
or into any other person, regardless of whether or not the
Corporation shall be the surviving or resulting Corporation as a
consequence of such merger or consolidation, the Corporation
shall have the right to terminate this Agreement and to thereby
terminate all rights thereunder on thirty (30) days' written
notice to the Employee; provided, however, that if such merger or
consolidation is not consummated within 180 days from the date of
the notice, the Agreement so terminated shall be deemed to have
been continuously in effect since the date of execution thereof.
In the event of a dissolution or liquidation of the Corporation,
the Corporation shall give thirty (30) days' written notice
thereof to the Employee, and all rights of the Employee under
this Agreement shall be deemed to be terminated upon such
dissolution or liquidation.
6. The Employee shall have no rights or privileges as a
shareholder of the Corporation with respect to the common shares
issuable under this Option until certificates representing such
shares have been delivered to him.
7. The Employee agrees, for himself and his personal
representatives, that any and all shares purchased by him or
them, upon the exercise of any portion of this Option, may be
"restricted securities" within the meaning of Rule 144
promulgated by the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933 (the "1933 Act"), or may
otherwise be subject to the provisions of Rule 144. The Employee
may be required to agree in writing, at any time deemed
appropriate by the Corporation, that there will be no sale or
other disposition of the shares (i) unless a registration
statement is in effect with respect to the resale of such shares,
(ii) unless the Employee has received an opinion from counsel for
the Corporation to the effect that the shares may be sold without
compliance with the registration provisions of the 1933 Act, or
(iii) unless a "no-action" letter to that effect has been
obtained from the staff of the SEC. In this connection, all
certificates representing the shares purchased upon exercise of
this Option may have set forth thereon a legend evidencing the
foregoing restrictions in such form as the Corporation may
determine, and appropriate stop transfer instructions may be
issued to the Corporation's transfer agent in connection
therewith. In addition, the Employee may be required to agree to
any other limitation upon resale deemed appropriate by the
Corporation for the purpose of complying with the then current
rules and regulations of the SEC.
8. This Option shall not be assignable or transferable by
the Employee otherwise than by will or the laws of descent and
distribution and shall be exercisable during his lifetime only by
him.
9. (a) If the Employee shall cease to be employed by a
Company in the Meridian Group (as defined in the 1987 Employee
Incentive Stock Plan) for reasons other than (i) death, (ii)
discharge for cause, or (iii) voluntary action of the Participant
without the written consent of the President of the Company (or
the President's delegate), the Employee may exercise this Option
at any time within three years after such termination, to the
extent of the number of shares covered by this Option which were
purchasable at the date of such termination; provided, however,
that this Option shall be so exercisable only until the earlier
of the expiration of such three-year period or the expiration
date of such Option.
(b) If the Employee shall cease to be employed by a Company
in the Meridian Group either (i) for cause or (ii) by voluntary
action of the Employee without the written consent of the
President of the Company (or the President's delegate), this
Option shall expire and any rights hereunder shall terminate
immediately.
(c) Should the Employee die either while in the employ of a
Company in the Meridian Group or after termination of such
employment (other than discharge for cause, by voluntary action
of the Employee without the written consent of the President of
the Company, or the President's delegate), the Option rights of
the deceased Employee may be exercised by his or her Personal
Representative until the earlier of one year after the Employee's
death or three years after his or her termination of employment
to the extent of the number of shares covered by this Option
which were purchasable at the date of such death except that this
Option shall not be exercisable on any date beyond the expiration
date of this Option. If the Employee granted an Option should
die within thirty days prior to the expiration date of such
Option, if on the date of death the Employee was then entitled to
exercise such Option, and if the Option expires without being
exercised, the Personal Representative of the Employee shall
receive in settlement a cash payment from the Company of a sum
equal to the amount, if any, by which the Fair Market Value
(determined on the expiration date of the Option) of Meridian
Stock subject to the Option exceeds the Option Price.
10. A leave of absence for the Employee during the term of
this Option which is authorized by the Corporation shall not be
deemed a termination of employment; however, the Employee may not
exercise any Options hereunder during such leave of absence.
11. Nothing in this Agreement shall be deemed to create any
limitation or restriction upon such rights as the Corporation
would otherwise have to terminate the employment of the Employee
at any time for any reason.
12. Any notice to be given or served under the terms of
this Agreement shall be delivered to the Secretary of the
Corporation and to the Employee at the address shown above, or
such other address or addresses as either party may designate in
writing to the other. Any such notice shall be deemed to have
been duly given or delivered if it is sent by registered or
certified mail, return receipt requested.
13. This Agreement shall be construed in accordance with
the laws of Indiana and shall be binding on and inure to the
benefit of any successor or successors of the Corporation and the
personal representatives of the Employee.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the day and year first above written.
MERIDIAN INSURANCE GROUP, INC.
By:______________________________
Xxxxx X. Xxxx, President
EMPLOYEE:
_________________________________
