Exhibit 4.05
FORM OF
STOCK OPTION AGREEMENT
PURSUANT TO THE
CCC INFORMATION SERVICES GROUP INC.
1997 STOCK OPTION PLAN
THIS AGREEMENT dated as of _____________ ("COMMENCEMENT DATE") and
entered into, in duplicate, by and between CCC Information Services Group, Inc.,
a Delaware corporation ("CCCG") and ______________ living at ____________ an
employee of CCC Information Services Inc. ("the GRANTEE").
The CCC Information Services Group Inc. 1997 Stock Option Plan (the
"PLAN"), a copy of which is attached hereto, has been duly adopted by action of
the CCCG Board of Directors; and
The Compensation Committee of the Board of Directors of CCCG, acting
as the Committee referred to in the Plan (the "COMMITTEE"), has authorized the
granting to the Grantee of a stock option as defined in the Plan (the "OPTION")
to purchase the number of shares of Common Stock of CCCG specified herein, upon
the terms and subject to the conditions hereinafter set forth, and CCCG desires
by this instrument to grant said Option and to specify the terms and conditions
thereof; and
The shares of the Common Stock of CCCG that are covered by the Option
hereby granted under the Plan, when added to the other shares of the Common
Stock of CCCG that are covered by other stock options granted under the Plan, do
not exceed the total number of shares of the Common Stock of CCCG with respect
to which awards are authorized to be granted under the Plan pursuant to Section
4 of the Plan.
It is therefore agreed by and between CCCG and the Grantee as follows:
Section 1. CCCG hereby grants to the Grantee an Option to purchase
an aggregate of ___ shares of the Common Stock of CCCG, par value $.10 per share
(the "SHARES"). Subject to all of the terms and conditions hereinafter set
forth, such Option shall be irrevocable.
Section 2. The price at which such Option shall be exercised to
purchase the Shares covered by this Agreement (the "EXERCISE PRICE") shall be
the fair market value, as of the Commencement Date of the Option, determined by
(a) reference to the closing price on the Nasdaq National Market for the Common
Stock as of such Commencement Date, or (b) if no such quotation exists, as
determined by the Committee in its sole discretion.
Section 3. Subject to all of the other terms and conditions
hereinafter set forth, the Option may be exercised by the Grantee after the
respective dates hereinafter specified, but no later than five (5) years from
the Commencement Date of this Agreement, namely:
(a) On or after the first (1st) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(b) On or after the second (2nd) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(c) On or after the third (3rd) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty-five percent (25%) of the aggregate number of
shares specified in Section 1.
(d) On or after the fourth (4th) anniversary of the Commencement Date
of this Agreement, which shall be _______, the Option may be exercised in
respect of an additional twenty percent (20%) of the aggregate number of shares
specified in Section 1.
(e) If the Grantee's employment with the CCCG Companies terminates
for any reason, the Option shall not be exercised with respect to any additional
shares that the Grantee would have been entitled to purchase upon the occurrence
of any anniversary date subsequent to the date of termination.
SECTION 4. ON THE FIFTH (5TH) ANNIVERSARY OF THE COMMENCEMENT DATE
OF THIS AGREEMENT, WHICH SHALL BE _____, ALL OPTIONS NOT PREVIOUSLY EXERCISED
SHALL EXPIRE AND GRANTEE SHALL HAVE NO FURTHER RIGHT OR INTEREST IN SUCH OPTIONS
GRANTED HEREUNDER. Notwithstanding a maximum of five (5) years, the Option
shall expire sooner than the expiration of six (6) years as follows:
(a) If the employment of the Grantee is terminated for any reason
other than as specified in paragraphs (b), (c) or (d) hereof, then the Option
will expire on the thirtieth (30th) day after the date of such termination.
(b) Subject to paragraphs (c) and (d) hereof, if the Grantee retires
from the CCCG Companies at an age at which such Grantee would be eligible to
receive the benefits under the Federal Social Security Act or retires with the
consent of the Board of
-2-
Directors of CCCG, the Option will expire three (3) months after the date of
termination.
(c) Subject to paragraph (d) hereof, if the Grantee becomes Disabled
while serving as an Employee, the Option will expire twelve (12) months after
the date of termination of the Employee's employment as the result of having
become Disabled.
(d) If the Grantee dies while serving as an Employee, or if the
Grantee dies within twelve (12) months after termination of service in
accordance with paragraph (c) hereof, or if the Grantee shall die within three
(3) months after termination of service in accordance with paragraph (b) hereof,
the Option will expire twelve (12) months after the date of death.
Section 5. The Option or a portion thereof shall be exercised by
delivering or mailing at the time of exercise to the Committee:
(a) a notice in writing specifying the number of whole Shares to be
purchased, and
(b) payment in full of the Exercise Price, and associated withholding
tax, for the Shares so purchased by (i) a money order, cashiers check, certified
check or personal check payable to CCCG, (ii) shares of Common Stock owned by
the Grantee duly endorsed for transfer, of (iii) such other form of payment as
shall be determined by the Committee to be acceptable. Any shares delivered to
CCCG as payment for Shares upon exercise of the Option shall be valued at their
fair market value as of the date of exercise of the Option as determined by (a)
reference to closing price quoted on the Nasdaq National Market for the Common
Stock or (b) if no such quotation exists, as determined by the Committee in its
sole discretion.
Section 6. Each exercise of the Option or portion thereof shall be
subject to the condition that if at any time CCCG shall determine, in its
discretion, that it is necessary or desirable as a condition of, or in
connection with, such exercise (or the delivery of Shares thereunder) (i) to
satisfy withholding tax or other withholding liabilities, (ii) to effect the
listing, registration or qualification on any securities exchange or under any
state or federal law of any Shares deliverable in connection with such exercise,
or (iii) to obtain the consent or approval of any regulatory body, then in any
such event such exercise shall not be effective unless such withholding,
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to CCCG. Any such
limitation affecting the right to exercise an Option shall not extend the time
within which the Option may be exercised, unless the Committee in its sole
discretion determines otherwise; and neither CCCG nor the directors or officers
of CCCG nor the
-3-
Committee shall have any obligation or liability to the Grantee or to any
executor, administrator, guardian or other legal representative of the Grantee
with respect to any Shares with respect to which the Option shall lapse or with
respect to which the purchase of Shares shall not be effected, because of such
limitation.
Section 7. The Grantee shall be solely responsible for any
federal, state or local income taxes imposed in connection with the exercise of
the Option or the delivery of Shares incident thereto. Prior to the transfer of
Shares to the Grantee in connection with the exercise of the Option, or a
portion thereof, the Grantee shall remit to CCCG an amount sufficient to satisfy
any federal, state or local withholding tax requirements.
Section 8. The Option shall be exercised only by the Grantee or,
in the case of the Grantee's death or incapacity, by the Grantee's executors,
administrators, guardians or other legal representatives and shall be
transferable only by will or the by laws of descent and distribution.
Section 9. Upon receipt of the notice of exercise and payment of
the Exercise Price, CCCG shall, subject to the provisions of Sections 6 and 7 of
this Agreement, promptly issue to the Grantee a certificate or certificates for
the Shares purchased, without charge to him for issue or transfer tax. Until
the issuance of such certificates, no right to direct the vote or receive
dividends or other distributions nor any other rights as a stockholder of CCCG
shall exist with respect to Shares receivable, notwithstanding the exercise of
the Option. Except as provided in Section 10 of this Agreement, no adjustment
shall be made for distribution or other rights for which the record date is
prior to the date a Common Stock certificate is issued.
Section 10.
(a) In the event that the shares of Common Stock of CCCG
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of CCCG or of another corporation (whether by reason
of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares, or otherwise), or if the number of shares of Common Stock
of CCCG shall be increased through a stock split or the payment of a stock
dividend, then there shall be substituted for or added to each share of Common
Stock of CCCG theretofore appropriated or thereafter subject or which may become
subject to an Option under the Plan, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of CCCG shall
so be changed, or for which each such share shall be exchanged, or to which each
such share shall be entitled, as the case may be. Outstanding Options shall
also be amended as to price and other terms if necessary to reflect the
foregoing events. In
-4-
the event there shall be any other change in the number or kind of the
outstanding shares of Common Stock of CCCG or any stock or other securities into
which such Common Stock shall have been changed, or for which it shall have been
exchanged, then if the Committee shall, in its sole discretion, determine that
such change equitably requires an adjustment in any Option theretofore granted
or which may be granted under the Plan, such adjustment shall be made in
accordance with such determination.
(b) No right to purchase fractional shares shall result
from any adjustment in Options pursuant to this Section 10. In case of any such
adjustment, the shares subject to the option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by CCCG to each
Grantee which shall have been so adjusted and such adjustment (whether or not
notice is given) shall be effective and binding for all purposes of the Plan.
(c) In the event CCCG is a party to a merger or other
reorganization, outstanding options shall be subject to the agreement of merger
or reorganization. Such agreement may provide, without limitation, for the
assumption of outstanding options by the surviving corporation or its parent,
for their continuation by CCCG (if CCCG is a surviving corporation), for
accelerated vesting and accelerated expiration, or for settlement in cash.
Section 11. Nothing contained in this Agreement shall be deemed by
implication or otherwise to confer upon the Grantee any right of continual
employment by any of the CCCG Companies.
Section 12. Any notice to be given hereunder by the Grantee shall
be hand delivered or sent by mail, return receipt requested, addressed to CCC
Information Services Group Inc., 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000-
1005, to the attention of the Corporate Secretary. Any notice by CCCG to the
Grantee shall be sent by mail addressed to the Grantee at the address of the
Grantee shown on page 1 hereof. Either party may, by notice given to the other
in accordance with this Section 12, change the address to which subsequent
notices shall be sent.
Section 13. It is expressly understood and agreed that the Grantee
assumes all risks incident to any change hereafter in the applicable laws or
regulations or incident to any change in the market value of the Shares after
the exercise in whole or in part of the Option.
Section 14. The Option is not, is not intended to be, and shall not
be treated as, an "incentive stock option" as defined in Section 422 of the
Internal Revenue Code of 1986.
-5-
Section 15. This Agreement is entered into pursuant to the Plan (a
copy of which is delivered to the Grantee concurrently with this grant). This
Agreement is subject to all of the terms and provisions of the Plan, which are
incorporated into this Agreement by reference. In the event of a conflict
between this Agreement and the Plan, the provisions of the Plan shall govern.
Unless otherwise defined herein, all capitalized terms contained herein shall
have the same meaning as set froth in the Plan.
Section 16. This Agreement shall be governed by, and shall be
construed, enforced and administered with, the laws of the State of Delaware,
except to the extent that such laws may be superseded by any Federal law. This
Agreement may not be modified orally.
Section 17. This Agreement shall remain in full force and effect
and shall be binding against the parties hereto for so long as the Option
remains outstanding and any Shares issued to the Grantee under this Agreement
continue to be held by the Grantee.
IN WITNESS WHEREOF, CCCG has caused this Agreement to be executed in
its corporate name, and the Grantee has executed the same in evidence of the
Grantee's acceptance hereof, upon the terms and conditions herein set forth, as
of the day and year first above written.
CCC Information Services Group Inc.
By:
-----------------------------
Xxxxxx X. Xxxxxx, Secretary
--------------------------------
Grantee
--------------------------------
Printed Name
-6-