Exhibit 10.20
AMERICA SERVICE GROUP INC.
NON-QUALIFIED STOCK OPTION
THIS NON-QUALIFIED STOCK OPTION, is granted this _______ day of _________,
20__, by America Service Group Inc., a Delaware corporation (the "Company"), to
__________________________ (the "Optionee").
WITNESSETH:
WHEREAS, the Board of Directors of the Company is of the opinion that the
interests of the Company and its subsidiaries will be advanced by encouraging
and enabling those employees of the Company and its subsidiaries, upon whose
judgment, initiative and efforts the Company is largely dependent for the
successful conduct of the business of the Company and its subsidiaries, to
acquire or increase their proprietary interest in the Company, thus providing
them with a more direct stake in its welfare and therefore assuring a closer
identification of their interests with those of the Company; and
WHEREAS, the Board believes that the acquisition of such an interest in
the Company will stimulate such employees and strengthen their desire to remain
with the Company or one if its subsidiaries;
NOW, THEREFORE, in consideration of the premises and of the services to be
performed by the Optionee under paragraph 2 hereunder, the Company hereby grants
this non-qualified stock option to the Optionee on the terms hereinafter
expressed.
1. Option Grant. The Company hereby grants to the Optionee an option to
purchase a total of ____________________ (_________) shares of
Common Stock of the Company at an option exercise price of $________
per share, being not less than 100% of the Fair Market Value of a
share of Common Stock on the date of grant hereof. This option is
not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986.
2. Time of Exercise. This option may be exercised (in the manner
provided in paragraph 3 hereof) in whole or in part, and from time
to time after the date hereof, subject to the following limitations:
(a) The options may not be exercised under the terms herein until
the first date set forth herein. It may then be exercised to a
maximum cumulative extent of __% of the total shares covered
by this option on and after ______________, ____; and __% of
the total shares on ________________, ____; and __% of the
total shares on ________________, ____.
(b) This option may not be exercised after the earliest to occur
of any of the following:
(i) more than ninety (90) days after the termination of the
Optionee's employment with the Company or one of its
subsidiaries for any reason other than retirement,
permanent disability or death (and then only to the
extent the Optionee could have exercised this option on
the date of termination); or
(ii) more than one hundred eighty (180) days after the
termination of the Optionee's employment with the
Company or one of its subsidiaries as a result of
retirement or permanent disability (and then only to the
extent the Optionee could have exercised this option on
the date of termination); or
(iii) more than one year after Optionee's death if death
occurs while the Optionee is employed by the Company or
one of its subsidiaries (and then only to the extent the
Optionee could have exercised this option on the date of
his/her death); or
(iv) in any event more than 10 years from the date of grant.
3. Method of Exercise. This option may be exercised only by notice in
writing delivered to the Treasurer of the Company and accompanied
by:
(a) The full purchase price of the shares purchased payable by a
certified or cashier's check payable to the order of the
Company and/or certificates of Common Stock of the Company
(which have been held by the Optionee for at least six months)
equal in value (based on their Fair Market Value on the date
of surrender) to such purchase price or the portion thereof so
paid; and
(b) Such other documents or representations (including without
limitation representations as to the intention of the
Optionee, or the purchaser under paragraph 4 below, to acquire
the shares for investment) as the Company may reasonably
request in order to comply with securities, tax or other laws
then applicable to the exercise of the option.
In the discretion of the Company, payment may also be made by
delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker
to promptly deliver to the Company the amount of sale or loan
proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms. In
addition the Company may, in its discretion and subject to
such rules as it may adopt as are necessary to prevent the
withholding from being subject to Section 16(b) of the
Securities Exchange Act of 1934, permit the Optionee to
satisfy any tax withholding obligation associated with the
exercise of this option, in whole or in part, by electing to
have the Company withhold from the shares otherwise
deliverable
as a result of such option exercise shares of Common Stock
having a value (based on their Fair Market Value on the date
of delivery) equal to the amount required to be withheld.
4. Non-Transferability; Death. This option is not transferable by the
Optionee otherwise than by will or the laws of descent and
distribution and is exercisable during the Optionee's lifetime only
by him/her. If the Optionee dies while in the employ of the Company
or one of its subsidiaries, this option may be exercised during the
period described in paragraph 2(b)(iii) (but not later than 10 years
from the date hereof under 2(b)(iv)) by his/her estate or the person
to whom the option passes by will or the laws of descent and
distribution, but only to the extent that the Optionee could have
exercised this option on the date of his/her death.
5. Registration. The Company shall not be required to issue or deliver
any certificate for its Common Stock purchased upon the exercise of
this option prior to the admission of such shares to listing on any
stock exchange on which shares may at that time be listed. In the
event of the exercise of this option with respect to any shares
subject hereto, the Company shall make prompt application for such
listing. If at any time during the option period the Company shall
be advised by its counsel that shares deliverable upon exercise of
the option are required to be registered under the Federal
Securities Act of 1933, as amended, or that delivery of the shares
must be accompanied or preceded by a prospectus meeting the
requirements of the Act, the Company will use its best efforts to
effect such registration or provide such prospectus not later than a
reasonable time following each exercise of this option, but delivery
of shares by the Company may be deferred until registration is
effected or a prospectus available. The Optionee shall have no
interest in shares covered by this option until certificates for the
shares are issued.
6. Adjustments. If the Company shall at any time change the number of
shares of its Common Stock without new consideration to the Company
(such as by stock dividends or stock splits), the total number of
shares then remaining subject to purchase hereunder shall be changed
in proportion to such change in issued shares and the option price
per share shall be adjusted so that the total consideration payable
to the Company upon the purchase of all shares not theretofore
purchased shall not be changed. In the case of any merger,
consolidation or combination of the Company with or into another
corporation, other than a merger, consolidation or combination in
which the Company is the continuing corporation and which does not
result in the outstanding Common Stock being converted into or
exchanged for different securities, cash or other property, or any
combination thereof (an "Acquisition"), the Optionee shall have the
right (subject to any limitation applicable to this option)
thereafter and during the term of this option, to receive upon
exercise hereof the Acquisition Consideration (as defined below)
receivable upon such Acquisition by a holder of the number of shares
of Common Stock which might have been obtained upon exercise of this
option or portion hereof, as the case may be, immediately prior to
such Acquisition. The term "Acquisition Consideration" shall mean
the kind and amount of shares of the surviving or new corporation,
cash, securities, evidence of indebtedness, other property or any
combination thereof receivable in respect of one share of Common
Stock of the Company upon consummation of an Acquisition.
7. Subject to Plan. This option is granted subject to all of the terms
and conditions set forth in the Company's Incentive Stock Plan (the
"Plan"), as amended from time to time. Any capitalized terms not
defined herein shall be subject to the definitions set forth in the
Plan.
IN WITNESS WHEREOF, the Company has caused this non-qualified stock option
to be executed on the date first above written.
AMERICA SERVICE GROUP INC.
By:__________________________________
Dated:
Receipt is hereby acknowledged: Attest:
(SEAL)
__________________________________ _____________________________________
Optionee Dated: Dated:
