Exhibit 4.7
INVESTORS FINANCIAL SERVICES CORP.
Non-Employee Director Stock Option Agreement
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Investors Financial Services Corp., a Delaware corporation (the "Company"),
hereby grants as of the [GRANT DATE] to [NAME] (the "Director"), an option to
purchase a maximum of [SHARES] shares (the "Option Shares") of its Common Stock,
$.01 par value ("Common Stock"), at the price of [PRICE] per share, on the
following terms and conditions:
1. Grant Under the 1995 Non-Employee Director Stock Option Plan. This
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option is granted pursuant to and is governed by the Company's 1995 Non-Employee
Director Stock Option Plan (the "Plan") and, unless the context otherwise
requires, terms used herein shall have the same meaning as in the Plan.
Determinations made in connection with this option pursuant to the Plan shall be
governed by the Plan as it exists on this date.
2. Grant as Non-Employee Director Stock Option; Other Options. This
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option shall be treated for federal income tax purposes as a Non-Qualified
Option (rather than an incentive stock option). This option is in addition to
any other options heretofore or hereafter granted to the Director by the
Company, but a duplicate original of this instrument shall not effect the grant
of another option.
3. Vesting of Option. If the Director has continued to be retained as a
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member of the Board by the Company on the following dates, the Director may
exercise this option for the number of shares of Common Stock set opposite the
applicable date:
[GRANT DATE] [VEST] shares
On the [DAY] day of each of an additional [VEST] shares
the 47 months thereafter.
The foregoing rights are cumulative and, while the Director continues to be
retained as a member of the Board by the Company, may be exercised on or before
the date which is five years from the date this option is granted. All of the
foregoing rights are subject to Sections 4 and 5, as appropriate, if the
Director ceases to be retained as a member of the Board by the Company.
4. Termination of Option Rights.
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(a) Termination. In the event the Director ceases to be a member
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of the Board of the Company for any reason other than death or permanent
disability, any then unexercised portion of options granted to such optionee
shall, to the extent not then vested, immediately terminate and become void; any
portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.
(b) Death; Disability. In the event the Director ceases to be a
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member of the Board of the Company by reason of his or her death or permanent
disability, any option granted to the Director shall be immediately and
automatically accelerated and become fully vested and all unexercised options
shall be exercisable by the Director (or by the Director's personal
representative, heir or legatee, in the event of death) until the scheduled
expiration date of the option.
5. Partial Exercise. This option may be exercised in part at any time
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and from time to time within the above limits, except that this option may not
be exercised for a fraction of a share unless such exercise is with respect to
the final installment of stock subject to this option and cash in lieu of a
fractional share must be paid in order to permit the Director to exercise
completely such final installment. Any fractional share with respect to which an
installment of this option cannot be exercised because of the limitation
contained in the preceding sentence shall remain subject to this option and
shall be available for later purchase by the Director in accordance with the
terms hereof.
6. Payment of Price. The option price shall be paid in the following
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manner:
(a) in cash or by check; or
(b) by delivery of an assignment satisfactory in form and substance
to the Company of a sufficient amount of the proceeds from the sale of the
Common Stock and an instruction to the broker or selling agent to pay that
amount to the Company.
7. Method of Exercising Option. Subject to the terms and conditions of
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this Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this option and the
number of Option Shares for which it is being exercised and shall be signed by
the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Director
and if the Director shall so request in the notice exercising this option, shall
be registered in the name of the Director and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Director, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
8. Option Not Transferable. This option is not transferable or
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assignable except by will or by the laws of descent and distribution or pursuant
to a domestic relations order.
9. No Obligation to Exercise Option. The grant and acceptance of this
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option imposes no obligation on the Director to exercise it.
10. No Obligation to Continue Retention of Director. Neither the Plan,
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this Agreement, nor the grant of this option imposes any obligation on the
Company to continue the retention of the Director on the Board of Directors of
the Company.
11. No Rights as Stockholder until Exercise. The Director shall have no
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rights as a stockholder with respect to the Option Shares until such time as the
Director has exercised this option by delivering a notice of exercise and has
paid in full the purchase price for the shares so exercised in accordance with
Section 8. Except as is expressly provided in the Plan with respect to certain
changes in the capitalization of the Company, no adjustment shall be made for
dividends or similar rights for which the record date is prior to such date of
exercise.
12. Capital Changes and Business Successions. The Plan contains
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provisions covering the treatment of options in a number of contingencies such
as stock splits and mergers. Provisions in the Plan for adjustment with respect
to stock subject to options and the related provisions with respect to
successors to the business of the Company are hereby made applicable hereunder
and are incorporated herein by reference.
13. Withholding Taxes. If the Company at its discretion determines that
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it is obligated to withhold any tax in connection with the exercise of this
option, or in connection with the transfer of, or the lapse of restrictions on,
any Common Stock or other property acquired pursuant to this option, the
Director hereby agrees that the Company may withhold from the Director's fees or
other remuneration the appropriate amount of tax. At the discretion of the
Company, the amount required to be withheld may be withheld in cash from such
fees or other remuneration or in kind from the Common Stock or other property
otherwise deliverable to the Director on exercise of this option. The Director
further agrees that, if the Company does not withhold an amount from the
Director's fees or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Director will make reimbursement on demand, in
cash, for the amount underwithheld.
14. Arbitration. Any dispute, controversy, or claim arising out of, in
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connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in the Commonwealth of
Massachusetts, pursuant to the rules then obtaining of the American Arbitration
Association. Any award shall be final, binding and conclusive upon the parties
and a judgment rendered thereon may be entered in any court having jurisdiction
thereof.
15. Provision of Documentation to Director. By signing this Agreement
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the Director acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
16. Miscellaneous.
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(a) Notices: All notices hereunder shall be in writing and shall
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be deemed given when sent by certified or registered mail, postage prepaid,
return receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(b) Entire Agreement; Modification: This Agreement constitutes the
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entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement
may be modified, amended or rescinded only by a written agreement executed by
both parties.
(c) Severability: The invalidity, illegality or unenforceability
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of any provision of this Agreement shall in no way affect the validity, legality
or enforceability of any other provision.
(d) Successors and Assigns: This Agreement shall be binding upon
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and inure to the benefit of the parties hereto and their respective successors
and assigns, subject to the limitations set forth in Section 9 hereof.
(e) Governing Law: This Agreement shall be governed by and
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interpreted in accordance with the laws of the Commonwealth of Massachusetts,
without giving effect to the principles of the conflicts of laws thereof.
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IN WITNESS WHEREOF, the Company and the Director have caused this
instrument to be executed as of the date first above written.
Investors Financial Services Corp.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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Director
By:
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Print Name of Director
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Street Address Name
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City State Zip Code Title
