Exhibit 4(k)
THE GUARANTEE LIFE COMPANIES INC.
DIRECTORS STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
NONQUALIFIED STOCK OPTION AGREEMENT, dated as of August 15, 1996, between
The Guarantee Life Companies Inc., a Delaware corporation ("Guarantee"), and
LastName, under the Directors Stock Incentive Plan, as the same may be amended
from time to time (the "Plan").
1. Confirmation of Award; Option Price. Guarantee hereby confirms the
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award of a grant to you, effective as of May 9, 1996 (the "Grant Date"), of
options (the "Options") to purchase 3,000 Shares of Guarantee's common stock,
par value $.01 per share ("Common Stock") at an option price of $17.125 per
share (the "Option Price"). The Options are not intended to be incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended.
This Agreement is subject in all respects to the terms of the Plan, which are
made a part of and incorporated into this Agreement. Terms used in this
Agreement with initial capital letters, but not defined herein, shall have the
same meanings as under the Plan.
2. Exercisability. Except as otherwise provided in this Agreement, the
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Options shall become exercisable, subject to the provisions hereof, on the six
(6) month anniversary of the Grant Date and shall expire on the tenth (10th)
anniversary of the Grant Date (the "Normal Expiration Date"). Options may be
exercised only during the continuance of your service as a director of Guarantee
and the one-year period immediately following your termination of service as a
director.
3. Method of Exercise and Payment. You may exercise any portion of the
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Options that has become exercisable by (i) written notice of exercise to the
Secretary of the Company and (ii) paying the exercise price in full in cash, in
Shares or any combination thereof. As soon as practicable after receipt of a
written exercise notice and payment of the exercise price of any exercisable
Options, Guarantee shall deliver to you a certificate or certificates
representing the Shares of Common Stock acquired upon the exercise thereof. In
the event that the Board shall determine that any certificates issued under this
Section 3 must bear a legend restricting the transfer of such Common Stock, such
certificates shall bear the appropriate legend.
4. Nontransferability of Awards. No award shall be transferable otherwise
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than by will or under the applicable laws of descent and distribution or to a
member of your immediate family. In addition, no award shall be assigned,
negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and no award shall be subject to execution, attachment or similar
process.
5. Adjustment of Option Shares Upon Certain Events. In the event of any
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Share dividend or Share split, recapitalization, merger, consolidation,
combination, spin-off, distribution of assets to shareholders (other than
ordinary cash dividends), exchange of Shares, or other similar corporate change,
the aggregate number of Shares available for
Awards under Section 5(a) of the Plan or subject to outstanding Options and the
respective exercise prices applicable to outstanding Options shall be
appropriately adjusted by the Board and the Board's determination shall be
conclusive, provided that any fractional Shares resulting from any such
adjustment shall be disregarded.
6. Requirements of Law. The issuance of Shares of Common Stock pursuant
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to the Options shall be subject to all applicable laws, rules and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required. No Shares of Common Stock shall be issued upon
exercise of any Options granted hereunder, if such exercise would result in a
violation of applicable law, including the federal securities laws and any
applicable state securities laws.
7. No Right to Remain as a Director. The Plan shall not impose any
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obligations on the Company to retain you as a director nor shall it impose any
obligation on your part to remain as a director of the Company.
8. Rights as a Shareholder. You (or a permitted transferee) shall have no
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rights as a shareholder with respect to any Shares covered by the Options until
you shall have become the holder of record of such Share(s) and no adjustments
shall be made for dividends in cash or other property or distribution or other
rights in respect to any such Shares, except as otherwise specifically provided
for in the Plan.
9. Issuance of Stock Certificates; Legends; Listing. Upon any exercise of
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an Option and payment of the exercise price thereof, a certificate or
certificates for the Shares shall be issued by the Company in the name of the
person exercising such Option and shall be delivered to or upon the order of
such person. Certificates for Shares issued upon exercise of an Option shall
bear such legend or legends as the Board, in its discretion, determines to be
necessary or appropriate to prevent a violation of, or to perfect an exemption
from, the registration requirements of the Securities Act of 1933, as amended,
or to implement the provisions of any agreements between the Company and you
with respect to such Shares. If at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or the over-the-counter market
or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the sale of Shares under the Plan, no Shares will be delivered
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Board.
10. Amendments. The Board shall have the right, in its sole discretion,
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to amend the Plan from time to time, provided that no such amendment shall alter
or impair your rights and obligations arising under any then outstanding award
without your consent.
11. Miscellaneous. (a) Notices. All notices and other communications
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required or permitted to be given under this Agreement shall be in writing and
shall be deemed to
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have been given if delivered personally or sent by certified mail, return
receipt requested, postage prepaid, or by any recognized international
equivalent of such mail delivery, to Guarantee or you, as the case may be, at
the following addresses or to such other address as Guarantee or you shall
specify by notice to the other party:
(i) if to Guarantee, to:
The Guarantee Life Companies Inc.
Guarantee Centre
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Secretary
(ii) if to you, to the address recorded on the books and records of
Guarantee.
All such notices and communications shall be deemed to have been received on the
date of delivery or on the third business day after the mailing thereof.
(b) Applicable Law. This Agreement shall be governed by and construed in
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accordance with the law of the State of Delaware, regardless of the law that
might be applied under principles of conflict of laws.
(c) Section and Other Headings. The section and other headings contained
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in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, Guarantee and you have duly executed this Agreement as
of the date first above written.
THE GUARANTEE LIFE COMPANIES INC.
By: ___________________________________
Xxxxxxx X. Xxxxxxxx
Senior Vice President
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LastName
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