EXHIBIT 4(d)
Optionee: __________________
Shares: ____________________
Date: ______________________
NON-QUALIFIED STOCK
OPTION AGREEMENT
Under the T/SF Communications Corporation
1994 Incentive Stock Plan
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THIS AGREEMENT, made and entered into as of __________________, by and
between T/SF Communications Corporation, a Delaware corporation (hereinafter the
"Company"), and the below named key full-time officer or employee (hereinafter
the "Optionee");
WITNESSETH:
WHEREAS, in consideration of the presently existing employment
relationship between the Company and the Optionee, and as an additional
inducement to Optionee to remain in the employ of the Company and in order to
provide a means for Optionee to acquire a proprietary interest in the Company,
it is agreed between the Company and Optionee as follows:
1. The following are definitions of certain terms as used in this Option
Agreement:
(a) "Plan" shall mean the T/SF Communications Corporation 1994
Incentive Stock Plan, including any amendments thereto.
(b) "Optionee" shall mean ______________________.
(c) "Option Shares" shall mean __________ shares of the $.10 par value
Common Stock of the Company.
(d) "Expiration Date" shall mean _________________.
(e) "Exercise Price" shall mean $______ per share.
(f) "Committee" shall mean the Committee provided for in the Plan.
2. The Company hereby grants to Optionee, subject to the provisions
hereinafter contained, the right and option to purchase all or any part of the
Option Shares on or before the Expiration Date; provided, however, that said
option shall mature and first become exercisable on _________________. No
exercise as to a portion of the Option Shares shall preclude a later exercise or
exercises as to additional portions of the Option Shares. The option shall be
exercisable only (i) as provided in paragraph 3(b) hereof, (ii) during such time
as the Optionee remains in the employ of the Company, (iii) in the event of
disability (as defined in the Plan) during employment, until the earlier of the
Expiration Date or one year after the Optionee's death, or (iv) in the event of
death during employment, until the earlier of one year after the Optionee's
death or the Expiration Date; provided, however, that in the event of disability
or death, such option shall be exercisable only if such disability or death
occurred on or after _____________.
3. The foregoing option shall be subject to the following terms and
conditions:
(a) PRICE. The price to be paid for each of the Option Shares with
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respect to which the option is exercised, shall be the Exercise Price.
(b) EXERCISE OF OPTION. The option to purchase the Option Shares
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shall be exercisable as specified herein and in the Plan. Payment of the
Exercise Price for the number of shares as to which the option is being
exercised shall be, at the discretion of Optionee, (i) by cash and in full
on the date of exercise, (ii) by the delivery of shares of Common Stock
having a Fair Market Value equal to the full amount of the Exercise Price
(iii) by the withholding by the Company from the shares of Common Stock
issuable upon exercise that number of shares having a Fair Market Value
equal to the full amount of the Exercise Price, or (iv) by a combination of
such methods. The option shall not be exercisable with respect to
fractions of a share.
(c) NOTICE OF EXERCISE. Each exercise of the option herein granted
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shall be by written notice to the Company.
(d) INVESTMENT REPRESENTATION. If stock issued pursuant to exercise
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of this option has not been registered under the Securities Act of 1933, as
amended, and in the opinion of counsel for the Company such stock can be
issued without such registration only in a so-called "private placement"
(i.e., "transactions by an issuer not involving any public offering"
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exempted by Section 4(a) of said Act, so that such stock constitutes so-
called "investment stock"), Optionee agrees to represent and warrant in
writing at the time of any exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute
such shares, and further agrees that shares so acquired may be
appropriately legended and will be sold or transferred only in accordance
with the rules and regulations of the Securities and Exchange Commission or
any applicable law, regulation, or rule of any governmental agency.
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(e) TAXES. Optionee shall pay all original issue or transfer taxes
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and all other fees and expenses incident to the issue, transfer, or
delivery of stock pursuant to this option.
(f) NONASSIGNABILITY. The option herein granted shall be exercisable
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during Optionee's lifetime only by him, and shall not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of, in whole
or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no
effect; provided, however, that said option shall be transferable by will
or the laws of descent and distribution.
(g) NO RIGHTS UNTIL ISSUE. No right to vote or receive dividends or
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any other rights as a stockholder shall exist with respect to the Option
Shares, notwithstanding the exercise of an option, until the issuance of
the stock certificates for such shares to the Optionee.
(h) ANTI-DILUTION. In the event of a merger, consolidation,
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reorganization, recapitalization, stock dividend, "split-up" or other
change in the corporate structure or capitalization of the Company, the
number of Option Shares and the Exercise Price shall be subject to
appropriate adjustments.
Said option is also subject to, and by accepting and executing this Agreement
Optionee agrees to be bound by, all of the terms, provisions, limitations and
conditions of the Plan.
4. The Committee may elect to cancel the option at any time due to
serious actions of the Optionee deemed inimical to the best interests of the
Company.
5. Optionee acknowledges receipt of a copy of the Plan and represents
that he is familiar with the terms and provisions thereof and hereby accepts the
option represented hereby subject to all such terms and provisions. Optionee
hereby authorizes the Company to withhold in accordance with applicable law from
any compensation payable to him any income taxes required to be withheld by
Federal, state or local law as a result of the exercise of this option and
agrees that payment of such withholding taxes shall be a condition precedent to
the exercise of any option hereunder.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
trustees, successors and assigns.
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EXECUTED as of the day and year first above written.
T/SF COMMUNICATIONS CORPORATION
By
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Title:
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Optionee:
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