INVESTORS TITLE COMPANY NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10
(ii)
INVESTORS
TITLE COMPANY
2001
STOCK OPTION AND RESTRICTED STOCK PLAN
THIS
NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered
into as of DATE, by and between Investors Title Company, a North Carolina
corporation (the “Company”), and NAME OF DIRECTOR, a
director
of the Company (the “Optionee”):
W I T N E S S E T H:
WHEREAS,
the Company recognizes the value to it of the services of the Optionee and
desires to provide the Optionee with an incentive to remain as a director of
the
Company and an opportunity to purchase common stock of the Company, so that
the
Optionee may acquire or increase a proprietary interest in the Company’s
success, and
WHEREAS,
the Company desires to grant the Optionee a nonqualified stock option under
Article II of the Company's 2001 Stock Option and Restricted Stock Plan (the
“Plan”), and the Optionee desires to accept such option in accordance with the
terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and intending to be legally bound hereby, the parties agree as
follows:
1.
Grant
of Option.
Subject
to the terms and conditions of this Agreement and the Plan, the Company hereby
grants to the Optionee an option (the “Option”) to purchase all or any portion
NUBMER (XX) shares of the Company's common stock, no par value (the “Shares”),
at an exercise price of X X X X ($XXXX) per Share (the “Exercise Price”). The
Optionee shall be entitled to exercise the Option in full from and after the
date hereof and, unless sooner terminated as provided in the Plan or in Section
4 hereof, shall terminate, and all rights of the Optionee hereunder shall
expire, ten (10) years from the date hereof. This Option is intended to be
a
“Nonqualified Stock Option” within the meaning specified in the Plan and is
hereby designated as such pursuant to Article II, Section 1(a) of the Plan.
The
grant of this Option has been duly authorized by the Committee that administers
the Plan, as established by the Board of Directors of the Company pursuant
to
Article I, Section 3 of the Plan (the “Committee”).
2.
Transfer
of Option.
The
Option may not be sold, pledged, assigned or transferred in any manner other
than by will or by the laws of descent or distribution, unless otherwise agreed
by the Committee.
3.
Adjustments.
If the
shares of common stock of the Company are increased, decreased, changed into
or
exchanged for a different number or kind of shares or securities through merger,
consolidation, combination, exchange of shares, other reorganization,
recapitalization, reclassification, stock dividend, stock split or reverse
stock
split in which the Company is the surviving entity, the aggregate number of
Shares subject to the Option and the Option Exercise Price shall be
appropriately and proportionately adjusted in the manner provided in the Plan,
provided, however, that the aggregate purchase price applicable to the
unexercised portion of the Option shall not be affected by such
adjustments.
4.
Termination
of Option.
The
Option hereby granted shall terminate and be of no force or effect upon the
happening of the first to occur of the following events:
(a)
expiration
of three months after the date of termination of the Optionee's service as
a
director of the Company for any reason other than the death of the
Optionee;
(b)
expiration
of twelve months after the death of the Optionee while serving as a director
of
the Company;
(c)
occurrence
of any event described in paragraph 9 hereof that causes a termination of the
Option; or
(d)
expiration
of ten years from the date of this Agreement.
Any
Option
that may be exercised for a period following termination of the Optionee's
service as a director may be exercised only to the extent it was exercisable
immediately before such termination and in no event after the Option would
expire by its terms without regard to such termination.
5.
Method
of Exercise.
The
Option shall be exercised by tender of payment of the Exercise Price and
delivery to the Company at its principal place of business of a written notice,
at least three business days prior to the proposed date of exercise, which
notice shall:
(a)
state
the election to exercise the Option, the number of Shares with respect to which
the Option is being exercised, and the name, address, and social security number
of the person in whose name the stock certificate or certificates for such
Shares is to be registered;
(b)
contain any such representations and agreements as to Optionee's investment
intent with respect to such Shares as shall be reasonably required by the
Committee pursuant to paragraph 7 hereof; and
(c)
be
signed by the person entitled to exercise the Option, and if the Option is
being
exercised by any person or persons other than the Optionee, be accompanied
by
proof, satisfactory to the Committee, of the right of such person or persons
to
exercise the Option.
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Payment
of
the Exercise Price may be made in cash or by certified or official bank check
payable to the order of the Company. Payment may also be made by surrendering
shares of the Company's common stock (including any Shares received upon a
prior
or simultaneous exercise of the Option) at the then fair market value of such
Shares, as determined pursuant to Section 1(b) of Article II of the Plan as
of
the date of surrender. Payment may also be made by combining cash or check
and
shares of such stock.
After
receipt of such notice in a form satisfactory to the Committee and the
acceptance of payment, the Company shall deliver to the Optionee a certificate
or certificates representing the Shares purchased hereunder, provided, that
if
any law or regulation requires the Company to take any action with respect
to
the Shares specified in such notice before the issuance thereof, the date of
delivery of such Shares shall be extended for the period necessary to take
such
action.
6.
Rights
of a Shareholder.
The
Optionee shall not be deemed for any purpose to be a shareholder of the Company
with respect to any Shares covered by this Option unless this Option shall
have
been exercised and the Exercise Price paid in the manner provided herein. No
adjustment will be made for dividends or other rights where the record date
is
prior to the date of exercise and payment. Upon the exercise of the Option
as
provided herein and the issuance of the certificate or certificates evidencing
the Shares covered thereby, the Optionee shall have all the rights of a
shareholder of the Company, including the right to receive all dividends or
other distributions paid or made with respect to such Shares.
7.
Compliance
with Securities Laws.
The
Optionee recognizes that any registration of the shares of Common Stock issuable
pursuant to this Option under applicable federal and state securities laws,
or
actions to qualify for applicable exemptions from such registrations, shall
be
at the option of the Company. The Optionee acknowledges that, in the event
that
no such registrations are undertaken and the Company relies on exemptions from
such registrations, the shares shall be issued only if the Optionee qualifies
to
receive such shares in accordance with the exemptions from registration on
which
the Company relies and that, in connection with any issuance of certificates
evidencing such shares, the Board of Directors may require appropriate
representations from the Optionee and take such other action as the Board of
Directors may deem necessary, including but not limited to placing restrictive
legends on such certificates and placing stop transfer instructions in the
Company’s stock transfer records, or delivering such instructions to the
Company’s transfer agent, in order to assure compliance with any such
exemptions. Notwithstanding any other provision of the Plan or this Agreement
(i) no shares will be issued upon any exercise of the Option unless and until
such shares have been registered under all applicable federal and state
securities laws or unless, in the opinion of counsel satisfactory to the
Company, all actions necessary to qualify for exemptions from such registrations
shall have been taken and (ii) the Company shall have no obligation to undertake
such registrations or such actions necessary to qualify for exemptions from
registrations and shall have no liability whatsoever for not doing so except
to
refund any Exercise Price tendered to the Company.
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8.
Rule
144.
The
Optionee acknowledges that, notwithstanding any registration of the Option
and
the Shares issuable upon its exercise under the Securities Act of 1933 or under
the securities laws of any state, if, at the time of exercise of the Option,
he
is deemed to be an “affiliate” of the Company as defined in Rule 144 of the
Securities and Exchange Commission, any shares purchased thereunder will
nevertheless be subject to sale only in compliance with Rule 144 (but without
any holding period), and that the Company shall take such action as it deems
necessary or appropriate to assure such compliance, including placing
restrictive legends on certificates evidencing such shares and delivering stop
transfer instructions to the Company's transfer agent.
9.
Reorganizations.
If the
Company shall be a party to any merger or consolidation in which it is not
the
surviving entity or pursuant to which the shareholders of the Company exchange
their common stock, or if the Company shall dissolve or liquidate or sell all
or
substantially all of its assets, the Option granted hereunder shall terminate
on
the effective date of such merger, consolidation, dissolution, liquidation
or
sale; provided, however, that prior to such effective date, the Committee may,
in its discretion, cause the Option to become immediately exercisable, and
may,
to the extent the Option is terminated as provided in this paragraph 9,
authorize a payment to the Optionee that approximates the economic benefit
that
he would realize if the Option were exercised immediately before such effective
date, or authorize a payment in such other amount as it deems appropriate to
compensate the Optionee for the termination of the unexercised portion of the
Option, or arrange for the granting of a substitute option to the
Optionee.
This
Agreement shall not affect in any way the right or power of the Company to
make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate,
sell
or transfer all or any part of its business or assets.
10.
Tax
Matters.
The
Optionee acknowledges that, upon exercise of the Option, the Optionee will
recognize taxable income generally in an amount equal to the excess of the
fair
market value of the purchased Shares over the Exercise Price paid therefor,
and
the Company will have certain withholding obligations for income and other
taxes. It shall be a condition to the Optionee’s receipt of a stock certificate
covering Shares purchased pursuant to the Option that the Optionee pay to the
Company such amounts as it is required to withhold or, with the consent of
the
Company, that the Optionee otherwise provide for the discharge of the Company’s
withholding obligation. If any such payment is not made by the Optionee, the
Company may deduct the amounts required to be withheld from payments of any
kind
to which the Optionee would otherwise be entitled from the Company.
11.
Construction.
This
Agreement shall be construed so as to be consistent with the Plan and the
provisions of the Plan shall be deemed to be controlling in the event that
any
provision hereof should be inconsistent therewith. The Optionee hereby
acknowledges receipt of a copy of the Plan from the Company and agrees to be
bound by all of the terms and provisions of the Plan.
Whenever
the word “Optionee” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to
(i)
the estate, personal representative, or
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beneficiary
to whom this Option may be transferred by will or by the laws of descent
and
distribution or (ii) the guardian or legal representative of the Optionee
acting
pursuant to a valid power of attorney or the decree of a court of competent
jurisdiction, then the term “Optionee” shall be construed to include such
estate, personal representative, beneficiary, guardian or legal
representative.
12.
Severability.
The
provisions of this Agreement shall be severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereto.
13.
Successor
and Assigns.
The
terms of this Agreement shall be binding upon and shall enure to the benefit
of
any successors or assigns of the Company and of the Optionee.
14.
Notices.
Notices
under this Agreement shall be in writing and shall be deemed to have been duly
given (i) when personally delivered, (ii) when forwarded by Federal Express,
Airborne, or another private carrier which maintains records showing delivery
information, (iii) when sent via facsimile but only if a written facsimile
acknowledgment of receipt is received by the sending party, or (iv) when placed
in the United States Mail and forwarded by registered or certified mail, return
receipt requested, postage prepaid, addressed to the party to whom such notice
is being given or such other address as furnished to the Company from time
to
time for this purpose.
15.
Entire
Agreement; Modification.
This
Agreement is the entire agreement and understanding of the parties hereto with
respect to the Option granted herein and supersedes any and all prior and
contemporaneous negotiations, understandings and agreements with regard to
the
Option and the matters set forth herein, whether oral or written. No
representation, inducement, agreement, promise or understanding altering,
modifying, taking from or adding to the terms and conditions hereof shall have
any force or effect unless the same is in writing and validly executed by the
parties hereto.
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16.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of North Carolina.
IN
WITNESS
WHEREOF, the Optionee has executed this Agreement and the Company has caused
this Agreement to be executed by its duly authorized officer, effective as
of
the day and year first above written.
| INVESTORS TITLE COMPANY | ||||
| By: | ||||
|
[Optionee]
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| Title: | ||||
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