Exhibit 10.24
WCI COMMUNITIES, INC.
STOCK OPTION AGREEMENT
1998 Stock Purchase and Option Plan
for Key Employees of WCI Communities, Inc.
This Stock Option Agreement is entered into as of the 5th day of
February 2004 (the "Option Date") by and between WCI Communities, Inc., a
Delaware corporation (the "Company") and _________________ (the "Participant").
RECITALS
In consideration of the services performed and to be performed by
Participant, the Company has determined that it is in the best interests of the
Company to grant Participant options to purchase common stock of the Company
(the "Shares") pursuant to the 1998 Stock Purchase and Option Plan for Key
Employees of WCI Communities, Inc. (the "Plan"), which has been approved by the
Company's shareholders. Capitalized terms used herein shall have the meaning
ascribed to them in the Plan, a copy of which is available to Participant from
the Company's Human Resources Department.
TERMS AND CONDITIONS OF OPTION
1. Grant of Option. The Company hereby grants to Participant the right
and option (the "Option") to purchase all or any part of an aggregate of
________________________ (_________) Shares (the "Option Shares") on the terms
and conditions set forth herein. The Option granted herein are incentive stock
options to the maximum extent permissible pursuant to ss.422 of the Internal
Revenue Code.
2. Purchase Price. The purchase price for the Option Shares shall be
Twenty One Dollars and 86/100ths Dollars ($21.86) per Share, which is the fair
market value of the Shares as of the Option Date.
3. Term of Options. The term of the Option granted hereunder shall be
for a period commencing on the Option Date and ending ten (10) years after the
Option Date, subject to the earlier termination as
provided in Sections 7 and 8. The Option may be exercised within the foregoing
limitations at any time or from time to time after such Option vests as provided
in Section 4, as to any part or all of the Shares covered thereby.
4. Vesting of Option. The Option shall vest and become exercisable in
the following amounts on the following dates:
Vested Amount Date of Vesting
50 percent of Option January 1, 2006
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25 percent of Option January 1, 2007
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25 percent of Option January 1, 2008
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5. Method of Exercise. The Option shall be exercised by written notice
directed to the Legal Department (Attention: General Counsel/Corporate
Secretary), at the Company's principal place of business specifying the number
of Option Shares being exercised. Upon receipt of payment as provided in Section
6, the Company shall deliver to Participant certificates evidencing the Option
Shares purchased by Participant.
6. Payment of Purchase Price. Participant shall pay for any Option
Shares in cash.
7. Nontransferability. This Option shall be transferable only by will
or the laws of descent and distribution and shall be exercised during
Participant's life only by Participant or a legal representative appointed for
or by the Participant. Except as permitted by the preceding sentence, this
Option, or any rights or privileges conferred hereby shall not be transferred,
assigned, pledged or hypothecated in any way, whether by operation of law or
otherwise, and shall not be subject to execution, attachment or similar process.
Upon any attempted transfer, assignment, pledge, hypothecation or other
disposition of this Option, or any right or privilege conferred hereby, contrary
to the provisions hereof, or upon the levy of any attachment or similar process
upon this Option, or any right or privilege conferred hereby, this Option and
such rights or privileges, shall immediately become null and void.
8. Termination of Option. Except as otherwise provided in this Stock
Option Agreement, this Option shall terminate as determined below:
(a) In the event that Participant dies while employed by the
Company or in the event that Participant's employment terminates by
reason of disability, the vested portion of the Option not previously
exercised, to the extent vested, may be exercised by Participant or
Participant's personal representative during the twelve (12) month
period commencing upon the date of Participant's death or the effective
date of Participant's termination of employment by reason of
disability. Any portion of the Option not exercised prior to or during
such twelve (12) month period shall terminate. For the purposes of this
Stock Option Agreement, a Participant's employment shall be considered
to have terminated by reason of disability upon determination that he
is disabled under the Company's long term disability policy.
(b) In the event that Participant's employment is terminated
for cause, any portion of the Option not exercised prior to the date of
termination shall terminate immediately. For the purposes of this Stock
Option Agreement, Participant's employment shall be deemed terminated
for cause if his employment is terminated for any of the following:
(i) Participant's willful and continued failure to
perform his duties with respect to the Company or its subsidiaries
which continues beyond 10 days after a written demand for substantial
performance is delivered to Participant by the Company;
(ii) Misconduct by Participant involving dishonesty or
breach of trust in connection with Participant's employment;
(iii) Misconduct by Participant which would be a
reasonable basis for an indictment of Participant for a felony or a
misdemeanor involving moral turpitude; or
(iv) Misconduct by Participant that results in a
demonstrable injury to the Company.
(c) Subject to the exception below, in the event that
Participant's employment is terminated for any reason other than death,
disability or cause, including a voluntary termination for
any reason by Participant, the vested portion of the Option not
previously exercised may be exercised by Participant during the thirty
(30) day period commencing upon the effective date of Participant's
termination and any portion of the Option not exercised prior to or
during such thirty (30) day period shall terminate. Notwithstanding the
foregoing, following a "Change in Control" (as defined in the Plan),
(i) upon the involuntary termination of Participant's employment for
any reason other than death, disability or termination for cause during
the one (1) year period commencing upon the occurrence of the Change in
Control, or (ii) upon termination of employment by Participant for
"Good Reason" (as defined in the Plan) during the one (1) year period
commencing upon the occurrence of the Change in Control, the Option, to
the extent not previously vested pursuant to the terms of this Stock
Option Agreement, shall immediately vest in full and Participant shall
have until the expiration of the term of the Option (as set forth in
Section 3 of this Stock Option Agreement) to exercise the vested and
unexercised portion of the Option. Any portion of the Option not
exercised by the expiration of the term of the Option shall terminate.
9. Transfers and Leaves of Absence. The transfer of a Participant's
employment, without an intervening period of separation, among the Company and
any subsidiary, shall not be deemed a termination of employment. A Participant
who is granted a leave of absence, in writing, shall be deemed to have remained
in the employ of the Company during such leave of absence.
10. Adjustments. In the event of any change in the outstanding common
stock of the Company by reason of a stock split, spin-off, stock dividend, stock
combination or reclassification, reorganization, recapitalization, merger,
consolidation or similar event, the Company shall adjust proportionately the
number of Shares covered by the Options and the purchase prices for the Option
Shares and make such other revisions to outstanding Options as the Company deems
to be equitably required.
11. Change in Control. In the event of a Change in Control, the Company
may, in its absolute discretion and without liability to any person, take such
actions as it deems necessary or desirable
including, without limitation, (a) acceleration of the exercisability of the
Option; (b) the payment of a cash amount in exchange for the cancellation of an
Option; and (c) the requiring of the issuance of substitute benefits that will
substantially preserve the value, rights and benefits of any affected Option;
provided, however, that any Options that remain exercisable after such Change in
Control, shall be exercisable only for the kind and amount of securities and
other property, or the cash equivalent thereof (as determined by the Company in
good faith) receivable as a result of such event by the holder of a number of
Shares for which such Option could have been exercised immediately prior to such
event.
Notwithstanding the foregoing, after a "Change in Control" (as defined
in the Plan), (i) upon the involuntary termination of Participant's employment
for any reason other than death, disability or termination for cause during the
one (1) year period commencing upon the occurrence of the Change in Control, or
(ii) upon termination of employment by Participant for "Good Reason" (as defined
in the Plan), during the one (1) year period commencing upon the occurrence of
the Change in Control, the Option, to the extent not previously vested pursuant
to the terms of this Stock Option Agreement shall immediately vest in full and
be exercisable in accordance with Section 8 (c) above.
12. Amendment and Termination. This Stock Option Agreement may be
modified by the Company in any manner which is consistent with the Plan,
provided that no such amendment shall modify this Agreement in any manner
adverse to Participant without Participant's written consent.
13. Withholding Taxes. The Company's obligation to deliver Shares upon
exercise of an Option is conditioned upon Participant's payment to the Company
of such amount as may be requested by the Company for purposes of depositing any
federal, state or local income or other taxes required by law to be withheld
with respect to the exercise of such Option.
14. Limitations and Conditions.
(a) Nothing contained herein shall affect the right of the
Company to terminate any Participant's employment at any time for any reason.
(b) Participant shall not be, and shall not have any of
the rights or privileges of, a stockholder of the Company in respect of any
Shares as to which Options are granted hereunder unless and until certificates
representing any such Shares have been issued by the Company to Participant.
(c) The Options shall not be deemed compensation for purposes
of computing benefits or contributions under any retirement plan of the Company
or its subsidiaries and shall not affect any benefits under any other benefit
plan of any kind now or subsequently in effect under which the availability or
amount of benefits is related to level of compensation.
(d) The Company shall have the power to interpret the Plan and
this Stock Option Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Company shall be binding and conclusive on
Participant and Participant's legal representatives. The Company may appoint a
committee and delegate to such committee all powers and duties of the Company
under the Plan and this Stock Option Agreement.
(e) Any notice to be given under the terms of this Stock
Option Agreement to the Company shall be addressed to the Company in care of its
General Counsel/Corporate Secretary, and any notice to be given to Participant
shall be addressed to him at his address on the books of the Company. By a
notice given pursuant to this Section, either party may designate a different
address for notices to be given. Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope addressed as aforesaid, deposited
(with postage prepaid) in a post office or branch post office regularly
maintained by the United States Postal Service, or sent by overnight delivery or
facsimile.
(f) Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Stock Option
Agreement.
(g) The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.
(h) The laws of the State of Florida shall govern the
interpretation, validity and performance of the terms of this Stock Option
Agreement.
IN WITNESS WHEREOF, the Company has executed this Stock Option
Agreement and Participant has accepted this Stock Option Agreement, including
all of the terms and conditions hereof, which constitute a contract between the
Company and Participant, as of the day and year first above written.
WCI COMMUNITIES, INC.
By:_____________________________________
Title:__________________________________
Accepted by Participant this
______ day of _________, 2004
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